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Exhibit 10.75
KLA INSTRUMENTS CORPORATION
1982 STOCK OPTION PLAN
(AS AMENDED JULY 24, 1995)
1. Purpose: On October 6, 1981, the KLA Instruments Corporation 1981
Incentive Stock Option Plan (the "1981 Plan") was adopted. The 1981 Plan was
amended and restated in its entirety and renamed the KLA Instruments Corporation
1982 Stock Option Plan (the "1982 Plan"). The 1982 Plan was amended and restated
in its entirety in 1985 (the "Prior Plan"). The Prior Plan was amended and
restated in its entirety effective January 1, 1987 (the "Plan"). The Plan is
established to create additional incentive for key employees, consultants and
directors of KLA Instruments Corporation and any present or future parent and/or
subsidiary corporations of such corporation (collectively referred to as the
"Company"). For purposes of the Plan, a parent corporation and a subsidiary
corporation shall be as defined in sections 425(e) and 425(f) of the Internal
Revenue Code of 1986, as amended (the "Code").
2. Administration.
(a) Administration by Board and/or Committee. The Plan shall be
administered by the Board of Directors of the Company (the "Board") and/or by a
duly appointed committee of the Board having such powers as shall be specified
by the Board. Any subsequent references herein to the Board shall also mean the
committee if such committee has been appointed and, unless the powers of the
committee have been specifically limited, the committee shall have all of the
powers of the Board granted herein, including, without limitation, the power to
terminate or amend the Plan at any time, subject to the terms of the Plan and
any applicable limitations imposed by law. All questions of interpretation of
the Plan or of any options granted under the Plan (an "Option") shall be
determined by the Board, and such determinations shall be final and binding upon
all persons having an interest in the Plan and/or any Option.
(b) Options Authorized. Options may be either incentive stock options
as defined in section 422 of the Code or nonqualified stock options.
(c) Compliance with Section 162(m) of the Code. In the event that the
Company is a "publicly held corporation" as defined in paragraph (2) of section
162(m) of the Code, as amended by the Revenue Reconciliation Act of 1993 (P.L.
103-66), and the regulations promulgated thereunder ("Section 162(m)"), the
Company may establish a committee of outside directors meeting the requirements
of Section 162(m) to approve the grant of Options which might reasonably be
anticipated to result in the payment of employee remuneration
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that would otherwise exceed the limit on employee remuneration deductible for
income tax purposes pursuant to Section 162(m).
3. Eligibility:
(a) Eligible Persons. The Options may be granted only to employees
(including officers), consultants and directors of the Company; provided,
however, that no non-employee director may be granted an Option after October
25, 1991. The Board shall, in its sole discretion, determine which persons shall
be granted Options (an "Optionee"). A consultant of the Company shall be
eligible to be granted only a nonqualified stock option. In the event an
Optionee is not an employee at the time an Option is granted to such Optionee,
termination of such Optionee's status as a consultant shall be deemed to be
termination of the Optionee's employment for purposes of applying the provisions
of the Plan. An Optionee may, if he is otherwise eligible, be granted additional
Options.
(b) Fair Market Value Limitation. To the extent that the aggregate
fair market value (determined at the time the Option is granted) of stock with
respect to which Incentive Stock Options are exercisable by an Optionee for the
first time during any calendar year (under all stock option plans of the
Company, including the Plan) exceeds One Hundred Thousand Dollars ($100,000),
such options shall be treated as nonqualified stock options. This paragraph
shall be applied by taking Incentive Stock Options into account in the order in
which they were granted. In the event of an amendment to section 422 of the
Code, this paragraph 3(b) shall be automatically amended to make this provision
no more restrictive to the Optionee than necessary to insure qualification of
the incentive stock option as meeting the requirements of section 422 of the
Code. In the event an Optionee receives an Option intended to be an incentive
stock option which is subsequently determined to have exceeded the fair market
value limitation, the Option shall be amended, if necessary, in accordance with
applicable Treasury Regulations and rulings to preserve, as the first priority,
to the maximum possible extent, the status of the Option as an incentive stock
option and to preserve, as a second priority, to the maximum possible extent,
the total number of shares subject to the Option. Options designated as
nonqualified stock options shall not be subject to the fair market value
limitation.
(c) Ten Percent Owner Optionees. No person shall be eligible to
receive an Option which is intended to be an incentive stock option if such
person owns stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company within the meaning of section 422(b)(6) of
the Code.
4. Shares Subject to Option. The maximum number of shares of stock which
may be issued under the Plan shall be Fourteen Million Nine Hundred Thousand
(14,900,000) shares of the Company's authorized but unissued
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common stock subject to adjustment as provided in paragraph 6(f). Subject to
adjustment as provided in paragraph 6(f) below, at any such time as the Company
is a "publicly held corporation" as defined in Section 162(m), no person shall
be granted within any fiscal year of the Company Options which in the aggregate
cover more than Two Hundred Thousand (200,000) shares; provided, however, that
the foregoing limit shall be Six Hundred Thousand (600,000) shares with respect
to Options granted to any person during the first fiscal year of such person's
employment with the Company (the "Per Optionee Limit"). In the event that any
outstanding Option for any reason expires or is terminated, the shares allocable
to the unexercised portion of such Option may again be subjected to an Option.
5. Time for Granting Options. All options shall be granted, if at all,
within ten (10) years from July 20, 1990.
6. Terms, Conditions and Form of Options. Subject to the provisions of
the Plan, the Board shall determine for each Option (which need not be
identical) the number of shares for which the Option shall be granted, the
option price of the Option, the exercisability of the Option, whether the Option
is a nonqualified stock option or an incentive stock option, and all other terms
and conditions of the Option. Options granted pursuant to the Plan shall be
evidenced by written agreements specifying the number of shares covered thereby,
in such form as the Board shall from time to time establish, which agreements
may incorporate all or any of the terms of the Plan by reference and shall
comply with and be subject to the following terms and conditions:
(a) Option Price. The option price shall be not less than the fair
market value as determined by the Board of the shares of common stock of the
Company on the date the Option is granted.
(b) Exercise Period of Options. The Board shall have the power to set
the time or times within which each Option shall be exercisable or the event or
events upon the occurrence of which all or a portion of each Option shall be
exercisable and the term of each Option; provided, however, that no incentive
stock option shall be exercisable after the expiration of ten (10) years from
the date such option is granted and no nonqualified stock option shall be
exercisable after the expiration of ten (10) years and one (1) day from the date
such option is granted. Unless otherwise provided for by the Board in the grant
of the Option, any Option granted hereunder shall be exercisable during the
period commencing seven (7) months after the date the Option is granted (the
"Grant Date") and ending at the time set forth in the previous sentence. During
such period the Option shall be exercised only in proportion to the vested ratio
at the time of the exercise. The "vested ratio" at the time of an exercise is a
fraction the numerator of which is the number of full months of continuous
employment with the Company which have occurred more than six (6) months after
the Grant Date and the denominator of which is 54.
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(c) Exercise of Options.
(i) Options may be exercised only by written notice to the
Company, stating the number of shares being purchased and accompanied by payment
of the option price for the number of shares being purchased (1) in cash, by
check, or in cash equivalent, (2) by tender to the Company of shares of common
stock of the Company which (a) either have been owned by the optionee for more
than six (6) months or were not acquired directly or indirectly from the
Company, and (b) have a fair market value not less than the option price, or (3)
by such other consideration as the Board may approve at the time the Option is
granted. Notwithstanding the foregoing, the Board shall have the authority (A)
with respect to Optionees who would not be subject to suit under section 16(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), upon
the sale of shares of the Company, to establish or approve a program and/or
procedures which permit the payment of the option price upon the exercise of an
Option by the assignment of the proceeds of a sale of some or all of the shares
being so acquired and (B) with respect to Optionees who would be subject to suit
under section 16(b) of the Exchange Act upon the sale of shares of the Company,
to establish or approve a program and/or procedures which permit the payment of
the option price upon the exercise of an Option by cash for a portion of the
option price and the Optionee's promissory note for the balance of the option
price. At the time an Option is exercised, in whole or in part, or at any time
thereafter as requested by the Company, the Optionee shall make adequate
provision for the federal and state income tax withholding obligations of the
Company, if any, which arise upon exercise, in whole or in part, of the Option
or which arise, directly or indirectly, upon any transfer, in whole or in part,
of any shares acquired on exercise of the Option.
(ii) The Company reserves, at any and all times, the right, in
the Company's sole and absolute discretion, to establish, decline to approve
and/or terminate any programs and/or procedures for the exercise of Options by
means of an assignment of the proceeds of a sale of some or all of the shares to
be acquired upon such exercise.
(iii) No promissory note shall be permitted pursuant to paragraph
6(c)(i)(B) if an exercise using a promissory note would be a violation of any
law. In the event an Optionee provides for partial payment with a promissory
note, such promissory note shall comply with provisions established by the
Board; provided, however, that the principal balance shall not exceed the lesser
of (A) the option price or (B) the maximum amount permitted under the Delaware
General Corporation Law or other applicable law. Any permitted promissory note
shall be due and payable not more than two (2) years after the Option is granted
and interest shall be payable at least annually and be at least equal to the
minimum interest rate necessary to avoid imputed interest pursuant to all
applicable sections of the Code. The Board shall have the authority to
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permit or require the Optionee to secure any promissory note used to exercise an
Option with the shares acquired on exercise of the Option and/or with other
collateral acceptable to the Company. In the event the Company at any time is
subject to the regulations promulgated by the Board of Governors of the Federal
Reserve System or any other governmental entity affecting the extension of
credit in connection with the Company's securities, any promissory note shall
comply with such applicable regulations, and the Optionee shall pay the unpaid
principal and accrued interest, if any, to the extent necessary to comply with
such applicable regulations.
(iv) If an amendment to the Plan requiring the approval of the
stockholders of the Company is necessary for the grant of an Option and/or the
approval of such stockholders is deemed necessary or advisable by the Board
prior to the exercise of an Option, such Option shall not be exercisable until
such time as the Plan is duly approved by the stockholders of the Company.
(v) In the event of (1) a merger or consolidation or other
reorganization in which the stockholders of the Company before such merger do
not retain, directly or indirectly, at least a majority of the beneficial
interest in the voting stock of the surviving entity, and/or (2) the sale of all
or substantially all of the Company's assets (other than a sale or transfer to a
subsidiary of the Company as defined in section 425(f) of the Code), all
outstanding Options, notwithstanding the terms of such Options, shall become
fully exercisable prior to consummation of such merger or sale of assets at such
time(s) as the Board shall determine or the surviving or acquiring corporation,
as a condition precedent to consummation of said transaction, shall assume the
outstanding Options or issue substitute options in place thereof. Such
assumption or substitution shall meet the requirements of section 425(a) of the
Code if the Options assumed or surrendered are incentive stock options (as
defined in the Code) and shall satisfy comparable requirements if the Options
assumed or surrendered are nonqualified stock options.
(d) Options Non-Transferable. During the lifetime of the Optionee,
the Option shall be exercisable only by said Optionee. No option shall be
assignable or transferable by the Optionee, except by will or by the laws of
descent and distribution.
(e) Termination of Options. If an Optionee ceases to be an employee
of the Company for any reason except death or disability within the meaning of
Section 422(c) of the Code, any Option, to the extent unexercised and
exercisable by the Optionee on the date on which the Optionee ceased to be an
employee, may be exercised by the Optionee within one (1) month after the date
on which the Optionee ceased to be an employee, but in any event no later than
the date of expiration of the Option's term. If the Optionee's employment with
the Company is terminated because of the death of the Optionee or disability of
the Optionee within the meaning of section 422(c) of the Code, any Option, to
the
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extent unexercised and exercisable by the Optionee on the date the Optionee
ceased to be employed by the Company, may be exercised by the Optionee (or the
Optionee's legal representative) at any time prior to the expiration of twelve
(12) months from the date the Optionee ceased to be employed, but in any event
no later than the date of expiration of the Option's term. An Optionee's
employment shall be deemed to have terminated on account of death if the
Optionee dies within three (3) months of the Optionee's termination of
employment. Except as provided in this paragraph 6(e), an Option shall terminate
and may not be exercised after the Optionee ceases to be an employee of the
Company.
(f) Effect of Change in Stock Subject to Plan. Appropriate
adjustments shall be made in the number and class of shares of stock subject to
the Plan, to the Per Optionee Limit set forth in paragraph 4 above, and to any
outstanding Options and in the exercise price of any outstanding Options in the
event of a stock dividend, stock split, reverse stock split, or like change in
the capital structure of the Company.
(g) Restriction on Issuance of Shares. The grant of Options and the
issuance of shares shall be subject to compliance with all of the applicable
requirements of all federal, state, and other laws and regulations with respect
to such securities.
(h) Rights as a Stockholder or Employee. No person shall have any
rights as a stockholder with respect to any shares covered by an Option until
the date of the issuance of a stock certificate(s) for the shares for which the
Option has been exercised. No adjustment shall be made for dividends or
distributions or other rights for which the record date is prior to the date
such stock certificate(s) are issued, except as provided in paragraph 6(f).
Nothing in the Plan or in any Option agreement shall confer upon any Optionee
any right to continue in the employ of the Company or interfere in any way with
any right of the Company to terminate the Optionee's employment at any time.
(i) Fractional Shares. In no event shall the Company be required to
issue fractional shares upon the exercise of an Option.
7. Termination or Amendment of Plan. The Board may at any time terminate
or amend the Plan, provided that without approval of stockholders there shall
be: (i) no increase in the total number of shares covered by the Plan (except by
operation of the provisions of paragraph 6(f) above), and (ii) no change in the
class of person eligible to receive Options. In any case, no amendment may
adversely affect any then outstanding Options or any unexercised portions
thereof without the consent of the Optionee unless such amendment is required to
enable the Option to qualify as an incentive stock option.
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8. Continuation of Prior Plan as to Outstanding Options. Notwithstanding
the provisions of the Plan set forth herein, the terms of the 1981 Plan, the
1982 Plan, and the Prior Plan shall remain in effect and apply to Options
granted pursuant to the 1981 Plan, the 1982 Plan, and the Prior Plan,
respectively.
IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that
the foregoing KLA Instruments Corporation 1982 Stock Option Plan, as amended,
was duly adopted by the Board of Directors of the Company on July 24, 1995.
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Plan History
April 23, 1987 Date Plan as amended adopted by Board of Directors.
June 22, 1987 Date share reserve increase of 1,000,000 shares (from
2,250,000 shares to 3,250,000 shares) approved by Board of
Directors.
July 23, 1987 Date first amendments to Plan regarding a same-day-sale
program and loans to Company officers were approved by
Board of Directors.
October 29, 1987 Date Plan as amended, share reserve increase and first
amendment were approved by the Stockholders.
September 12, 1988 Date share reserve increase of 1,000,000 shares (from
3,250,000 shares to 4,250,000 shares) approved by Board of
Directors.
October 27, 1988 Date share reserve increase approved by Stockholders.
July 20, 1990 Date share reserve increase of 500,000 shares (from
4,250,000 shares to 4,750,000 shares) and extension of Plan
term until July 20, 2000 approved by Board of Directors.
October 26, 1990 Date share reserve increase and extension of Plan term
approved by Stockholders.
October 26, 1991 Date Plan amended by Board of Directors to make
non-employee directors ineligible to receive stock option
grants. (No Stockholder approval required.)
October 7, 1994 Date Plan amended by Board of Directors to increase the
number of shares reserved for issuance under the Plan from
4,750,000 to 6,350,000 shares and to modify certain other
provisions as required by Section 162(m) of the Internal
Revenue Code. (Stockholder approval required.)
November 16, 1994 Date share reserve increase and amendment of Plan approved
by Stockholders.
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July 24, 1995 Date two-for-one stock split and share reserve increase of
2,200,000 shares (from 12,700,000 shares to 14,900,000
shares), net of the stock split, approved by Board of
Directors.
November 15, 1995 Date share reserve increase approved by Stockholders.
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