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EXHIBIT 10.13
MAXIM INTEGRATED PRODUCTS, INC.
SUPPLEMENTAL NONEMPLOYEE STOCK OPTION PLAN
Adopted October 20, 1983
As Amended by the Board of Directors on August 14, 1986
Approved by the Shareholders on October 19, 1987
As Further Amended by the Board of Directors on January 29 and April 22, 1988
As Further Amended by the Board of Directors on August 9, 1990
As Further Amended by the Board of Directors on May 8, 1991
As Further Amended by the Board of Directors on August 13, 1992
As Further Amended by the Board of Directors on August 25, 1993
As Further Amended by the Board of Directors
on February 17, 1994, March 23, 1994, April 21, 1994, and May 12, 1994
As Further Amended by the Board of Directors on August 10, 1995
As Further Amended by the Board of Directors on May 14, 1998
1. PURPOSE
(a) The purpose of the Plan is to provide a means by which selected
consultants, advisors, independent contractors, vendors, customers and other
persons (which term shall include, for purposes of this Plan, individuals,
partnerships, corporations and other entities) having a past, current or
prospective business relationship with Maxim Integrated Products, Inc., a
Delaware corporation (the Company"), or any of its affiliates, as defined in
subparagraph 1(b), may be given an opportunity to purchase stock of the Company.
The Company, by means of the Plan, seeks to secure, retain and enhance the
benefits of relationships with such persons.
(b) The word "affiliate" as used in the Plan means any parent
corporation or subsidiary corporation of the Company as those terms are defined
in Section 424(e) and (f), respectively, of the Internal Revenue Code of 1986,
as amended (the "Code").
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2. ADMINISTRATION
(a) The Plan shall be administered by the Board of Directors (the
"Board") of the Company unless and until the Board delegates administration to a
committee, as provided in subparagraph 2(c). Whether or not the Board has
delegated administration, the Board shall have the final power to determine all
questions of policy and expediency that may arise in the administration of the
Plan.
(b) The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:
(1) To determine from time to time which of the persons
eligible under the Plan shall be granted options; when, how and for what price,
if any, the option shall be granted; the provisions of each option granted
(which need not be identical), including the time or times during the term of
each option within which all or portions of such option may be exercised; and
the number of shares for which an option shall be granted to each such person.
(2) To construe and interpret the Plan and options granted
under it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any option agreement, in a
manner and to the extent it shall deem necessary or expedient to make the Plan
fully effective.
(3) To amend the Plan as provided in paragraph 10.
(4) Generally, to exercise such powers and to perform such
acts as the Board deems necessary or expedient to promote the best interests of
the Company.
(c) The Board may delegate administration of the Plan to a committee of
the Board. If administration is delegated to a committee, the committee shall
have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board, subject, however, to such resolutions, not inconsistent
with the provisions of the Plan, as may be adopted from time to time by the
Board. The Board may abolish the committee at any time and revest in the Board
the administration of the Plan.
3. SHARES SUBJECT TO THE PLAN
(a) Subject to the provisions of paragraph 9 relating to adjustments
upon changes in stock, the stock that may be sold pursuant to options granted
under the Plan shall not exceed in the aggregate ninety-one million one hundred
and twenty thousand (91,120,000) shares [adjusted to reflect all stock dividends
through December 5, 1997] of the Company's Common Stock; provided, however, that
such aggregate number of shares shall be reduced to reflect the number
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of shares of the Company's common stock which has been sold under, or may be
sold pursuant to outstanding options granted under, the Company's Incentive
Stock Option Plan, 1987 Employee Stock Participation Plan and 1987 Supplemental
Stock Option Plan to the same extent as if such sales had been made or options
had been granted pursuant to this Plan. If any option granted under the Plan
shall for any reason expire or otherwise terminate without having been exercised
in full, the stock not purchased under such option shall again become available
for the Plan. In addition, if options granted under the Plan are exercised in
accordance with the option prior to the full vesting thereof, and shares of the
stock so acquired are thereafter repurchased by the Company in accordance with
the terms of such option, the stock so repurchased shall again become available
for the Plan.
(b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.
4. ELIGIBILITY
Options may be granted to any person having a past, current or
prospective business relationship with the Company or any of its affiliates as
to whom the Board or the committee has determined that providing such person an
opportunity for an equity interest in the Company is likely to be beneficial to
the Company or any of its affiliates. Eligible persons may include, without
limiting the generality of the foregoing, consultants, advisors, independent
contractors, suppliers and customers. Persons eligible under this Plan shall not
include (a) any person who is an employee of the Company or any of its
affiliates at the time of grant (but such person's subsequently becoming an
employee of the Company or an affiliate during the term of the option shall not
affect the option, and the exercisability of an option may be conditioned upon
an optionee's becoming and/or remaining an employee of the Company or an
affiliate), (b) any director of the Company, or (c) any person in which or whom
any director of the Company has any material financial interest. It shall be a
condition precedent to the effectiveness of any option grant hereunder that the
prospective optionee shall certify (A) as to what, if any, material financial
interest in such optionee is held by any director or officer of the Company and
(B) that the grantee has made whatever disclosures as to the option grant and
effected all other compliances that may be required by him by law or by his
employer, partners or other persons to whom he may owe a duty of disclosure as
to the option grant.
5. OPTION PROVISIONS
Each option shall be in such form and shall contain such terms and
conditions as the Board or the committee shall deem appropriate. The provisions
of separate options need not be identical, but each option shall include
(through incorporation of provisions hereof by reference in the option or
otherwise) the substance of each of the following provisions:
(a) The price to be paid upon acquisition of the option, provided that
such price may
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be equal to zero. Any such acquisition price shall be paid in cash or in any
other form of legal consideration that may be acceptable to the Board or the
committee in their discretion.
(b) The term of any option shall not be greater than ten (10) years
from the date it was granted.
(c) The exercise price of each option shall be not less than one
hundred percent (100%) of the fair market value of the stock subject to the
option on the date the option is granted.
(d) The purchase price of stock acquired pursuant to an option shall be
paid, as specified in the option, either (i) in cash at the time the option is
exercised, or (ii) at the discretion of the Board or the committee, (A) by
delivery to the Company of other common stock of the Company, (B) according to a
deferred payment or other arrangement (which may include, without limiting the
generality of the foregoing, the use of other common stock of the Company) with
the person to whom the option is granted or to whom the option is transferred
pursuant to subparagraph 5(e), or (C) in any other form of legal consideration
that may be acceptable to the Board or the committee in their discretion, either
at the time of grant or exercise of the option.
In the case of any deferred payment arrangement specified at the time
of grant, an interest rate shall be stated which is not less than the rate then
specified which will prevent any imputation of higher interest under Section 483
of the Code.
(e) Except as may be permitted by the Board or the Committee either in
individual cases or by general rule or policy, an option shall not be
transferable except by will or by the laws of descent and distribution or, as to
a person other than an individual, in connection with a merger or a sale or
transfer of all or substantially all the assets of the optionee.
(f) The total number of shares of stock subject to an option may, but
need not, be allotted in periodic installments (which may, but need not, be
equal). From time to time during each of such installment periods, the option
may be exercised with respect to some or all of the shares allotted to that
period, and/or with respect to some or all of the shares allotted to any prior
period as to which the option was not fully exercised. During the remainder of
the term of the option (if its term extends beyond the end of the installment
periods), the option may be exercised from time to time with respect to any
shares then remaining subject to the option. The provisions of this subparagraph
5(f) are subject to any option provisions governing the minimum number of shares
as to which an option may be exercised.
(g) The Company may require any optionee, or any person to whom an
option is transferred under subparagraph 5(e), as a condition of exercising any
such option: (1) to give written assurances satisfactory to the Company as to
the optionee's knowledge and experience in financial and business matters and/or
to employ a purchaser representative who has such
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knowledge and experience in financial and business matters that he is capable of
evaluating, alone or together with the optionee, the merits and risks of
exercising the option; and (2) to give written assurances satisfactory to the
Company stating that such person is acquiring the stock subject to the option
for such person's own account and not with any present intention of selling or
otherwise distributing the stock. These requirements, and any assurances given
pursuant to such requirements, shall be inoperative if (i) the issuance of the
shares upon the exercise of the option has been registered under a then
currently effective registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), or (ii), as to any particular requirement, a
determination is made by counsel for the Company that such requirement is not
required in the circumstances under the then applicable federal securities laws.
(h) In connection with each option granted pursuant to this Plan, at
any time when the Company could have any withholding obligation (whether for
Federal, state, local or foreign income, disability, Medicare, employment or
other taxes or otherwise) as a result of exercise of an option, the lapse of any
substantial risk of forfeiture to which the shares are subject at the time of
exercise, or the disposition of shares acquired upon such exercise, the Company
shall have no obligation to permit exercise of such option or to issue any
shares upon exercise of the option unless and until either the exercise of the
option is accompanied by sufficient payment, as determined by the Company in its
absolute discretion, to meet those withholding obligations on such exercise,
lapse or disposition or other arrangements are made that are satisfactory to the
Company in its absolute discretion to provide otherwise for such payment. The
Company shall have no liability to any optionee or transferee for exercising the
foregoing right not to permit exercise or issue shares.
6. COVENANTS OF THE COMPANY
(a) During the terms of the options granted under the Plan, the Company
shall keep available at all times the number of shares of stock required to
satisfy such options.
(b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the options granted under the
Plan; provided, however, that this undertaking shall not require the Company to
register under the Securities Act either the Plan, any option granted under the
Plan or any stock issued or issuable pursuant to any such option. If the Company
is unable to obtain from any such regulatory commission or agency the authority
which counsel for the Company deems necessary for the lawful issuance and sale
of stock under the Plan, the Company shall be relieved from any liability for
failure to issue and sell stock upon exercise of such options unless and until
such authority is obtained.
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7. USE OF PROCEEDS FROM STOCK
Proceeds from the sale of stock pursuant to options granted under the
Plan shall constitute general funds of the Company.
8. MISCELLANEOUS
(a) The Board or the committee shall have the power to accelerate the
time during which an option may be exercised, notwithstanding the provisions in
the option stating the time during which it may be exercised.
(b) Neither an optionee nor any person to whom an option is transferred
under subparagraph 5(d) shall be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any shares subject to such option unless
and until such person has satisfied all requirements for exercise of the option
pursuant to its terms.
9. ADJUSTMENTS UPON CHANGES IN STOCK
(a) If any change is made in the stock subject to the Plan, or subject
to any option granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or otherwise), the Board may make
appropriate adjustments in the maximum number of shares subject to the Plan and
the number of shares and price per share of stock subject to outstanding
options.
(b) In the event of: (1) a dissolution or liquidation of the Company;
(2) a merger or consolidation in which the Company is not the surviving
corporation; (3) a reverse merger in which the Company is the surviving
corporation but the shares of the Company's common stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property,
whether in the form of securities, cash or otherwise; or (4) any other capital
reorganization in which more than fifty percent (50%) of the shares of the
Company entitled to vote are exchanged, any outstanding options under the Plan
shall terminate, unless another corporation assumes such options or substitutes
similar options for those under the Plan or the Board determines in its sole
discretion that such options shall continue in full force and effect.
10. AMENDMENT OF THE PLAN
(a) The Board at any time, and from time to time, may amend the Plan.
(b) Rights and obligations under any option granted before amendment of
the Plan shall not be altered or impaired by any amendment of the Plan, except
with the consent of the person to whom the option was granted.
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11. TERMINATION OR SUSPENSION OF THE PLAN
(a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate on August 12, 2002. No options may
be granted under the Plan while the Plan is suspended or after it is terminated.
(b) Rights and obligations under any option granted while the Plan is
in effect shall not be altered or impaired by suspension or termination of the
Plan, except with the consent of the person to whom the option was granted.
12. EFFECTIVE DATE OF PLAN
The Plan as amended and restated herein shall become effective as
determined by the Board.
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