Exhibit 99.a
WASHINGTON SUB, INC.
2002 STOCK OPTION PLAN
1. PURPOSE. In connection with the Distribution, certain stock options
granted pursuant to the Conexant Stock Option Plans will be adjusted in
accordance with the provisions of the Employee Matters Agreement so that
following the Distribution the respective grantees will hold stock options to
purchase Shares in addition to stock options to purchase Conexant Shares, and
the Corporation will assume Conexant's obligations with respect to the adjusted
stock options for Shares. The purpose of this 2002 Stock Option Plan is to
provide a means for the Corporation to perform its obligations with respect to
the adjusted stock options for Shares and to foster creation of and enhance
shareowner value by linking the compensation of officers and other key employees
of the Corporation, whose stock options granted pursuant to the Conexant Stock
Option Plans will be adjusted so that such officers and key employees also hold
stock options for Shares, to increases in the price of the Shares, thus
providing means by which persons of outstanding abilities can be motivated and
retained. Subject to the rights of the Board of Directors and the Committee
provided in this Plan and any Sub-Plan, it is intended that the provisions of
this Plan and any Sub-Plan will provide the Participants with Options that have
substantially the same terms and conditions as the Conexant Options from which
such Options are derived and neither the terms of this Plan nor of any Sub-Plan
are intended to expand the rights of any Participant with respect to any Option.
The Board of Directors or the Committee may look to the original plan or plans
from which this Plan or any Sub-Plan is derived in order to interpret this Plan
or any Sub-Plan or an Option governed by this Plan or any Sub-Plan or to resolve
any inconsistency or error which may exist in this Plan or any Sub-Plan.
2. DEFINITIONS. For purposes of the Plan, the following terms shall have
the meanings set forth below:
a. ALPHA. Alpha Industries, Inc., a Delaware corporation, and any
successor thereto, including, if the Alpha Merger is consummated, Skyworks
Solutions, Inc.
b. ALPHA MERGER. The merger of the Corporation with and into Alpha
pursuant to the terms of the Agreement and Plan of Reorganization dated as
of December 16, 2001, as amended as of April 12, 2002, by and among
Conexant, the Corporation and Alpha.
c. BOARD OF DIRECTORS. The Board of Directors of the Corporation.
d. CODE. The Internal Revenue Code of 1986, as amended.
e. COMMITTEE. The Compensation Committee designated by the Board of
Directors of the Corporation from among its members.
f. CONEXANT. Conexant Systems, Inc., a Delaware corporation, and any
successor thereto.
g. CONEXANT OPTION. An option to purchase Conexant Shares granted
pursuant to any of the Conexant Stock Option Plans, other than Mindspeed
March 30 Options.
h. CONEXANT SHARES. Shares of common stock, par value $1 per share, of
Conexant, or any security of Conexant issued in substitution or exchange
therefor or in lieu thereof.
i. CONEXANT STOCK OPTION PLANS. As the context requires, any or all of
the following, in each case, as amended through the Distribution Date:
1. Conexant Systems, Inc. 1998 Stock Option Plan;
2. Conexant Systems, Inc. 1999 Long-Term Incentives Plan;
3. Conexant Systems, Inc. 2000 Non-Qualified Stock Plan;
4. Conexant Systems, Inc. Directors Stock Plan;
5. Applied Telecom, Inc. 2000 Non-Qualified Stock Option Plan;
6. HotRail, Inc. 1997 Equity Incentive Plan;
7. HotRail, Inc. 2000 Equity Plan;
8. HyperXS Communications, Inc. 2000 Stock Option Plan;
9. Istari Design, Inc. 1997 Stock Option Plan;
10. Maker Communications, Inc. 1996 Stock Option Plan;
11. Maker Communications, Inc. 1999 Stock Incentive Plan;
12. Microcosm Communications Limited Stock Option Plan;
13. NetPlane Systems, Inc. Stock Option Plan;
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14. Novanet Semiconductor Ltd. Employee Shares Option Plan;
15. Philsar Semiconductor Inc. Stock Option Plan; and
16. Sierra Imaging, Inc. 1996 Stock Option Plan.
j. CORPORATION. Washington Sub, Inc., a Delaware corporation, and any
successor thereto, including, if the Alpha Merger is consummated, Alpha.
k. DIRECTOR. A member of the Board of Directors.
l. DISTRIBUTION. The pro rata distribution of outstanding Shares owned
by Conexant to Conexant's shareowners.
m. DISTRIBUTION DATE. The date on which Conexant distributes Shares to
Conexant's shareowners.
n. EMPLOYEE MATTERS AGREEMENT. The Employee Matters Agreement dated as
of June 25, 2002 by and among Conexant, the Corporation and Alpha.
o. EXCHANGE ACT. The Securities Exchange Act of 1934, as amended.
p. FAIR MARKET VALUE. The closing price of the Shares as reported on
the Nasdaq National Market System on the date of a determination (or on the
next preceding day such stock was traded if it was not traded on the date
of a determination).
q. MINDSPEED. Mindspeed Technologies, Inc., a wholly owned subsidiary
of Conexant, and any successor thereto.
r. MINDSPEED MARCH 30 OPTIONS. Conexant Options (i) granted on March
30, 2001 to employees of Conexant's Mindspeed Technologies business or (ii)
held by persons in certain foreign locations as shall be designated by
Conexant.
s. MINDSPEED SPIN-OFF. The pro rata distribution of outstanding shares
of Mindspeed owned by Conexant to shareholders of Conexant.
t. OPTION. An option to purchase Shares derived from adjustments to a
Conexant Option, other than Mindspeed March 30 Options, in connection with
the Distribution and in accordance with the Employee Matters Agreement.
u. PARTICIPANT. Any person who as of the close of business on the
Distribution Date held one or
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more outstanding Conexant Options under one or more of the Conexant
Stock Option Plans and who, for purposes of a particular Sub-Plan, also
satisfies the additional requirements set forth in the definition of
"Participant" in that Sub-Plan.
v. PLAN. This Washington Sub, Inc. 2002 Stock Option Plan, which as of
the effective time of the Alpha Merger will be known as the Skyworks
Solutions, Inc. 2002 Stock Option Plan.
w. SECURITIES ACT. The Securities Act of 1933, as amended.
x. SHARES. Shares of common stock, par value $.01 per share, of the
Corporation or any shares of any other corporation into which such shares
have been converted, including, if the Alpha Merger is consummated, shares
of common stock, par value $0.25 per share, of Alpha.
y. SUB-PLANS. Sub-Plans A through K of the Plan.
3. PLAN ADMINISTRATION.
a. The Committee shall exercise all responsibilities, powers and
authority relating to the administration of the Plan not reserved by the
Board of Directors.
b. The Board of Directors reserves the right, in its sole discretion,
to exercise or authorize another committee or person to exercise some of or
all the responsibilities, powers and authority vested in the Committee
under the Plan.
c. None of the Corporation or any of its Subsidiaries, any member of
the Board of Directors or of the Committee, or any other person
participating in any determination of any question under the Plan, or in
the interpretation, administration or application of the Plan, shall have
any liability to any party for any action taken, or not taken, in good
faith under the Plan.
4. OPTIONS. a. The outstanding Options entitle the holders thereof to
purchase such numbers of Shares at such exercise prices as shall be determined
pursuant to resolutions to be adopted by Conexant's Board of Directors before
the Distribution Date in accordance with the Employee Matters Agreement and
otherwise have the same terms and conditions as the Conexant Options from which
they are derived; provided, however, that references to the "Corporation" shall
mean the Corporation instead of Conexant; provided, further, that the purchase
price of the Shares shall be payable as provided in Section 5.
b. No further Options may be granted under the Plan.
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5. PAYMENT. To the extent that the right to purchase Shares has accrued and
is in effect, the Option may be exercised in full at one time or in part from
time to time by giving notice of exercise pursuant to such procedures and
according to such terms and conditions as may be adopted by the Committee from
time to time. Options granted under the Plan may provide for the payment of the
exercise price, as provided in the terms and conditions applicable to the
Conexant Options from which the Options are derived, by delivery of (i) cash or
a check payable to the order of the Corporation in an amount equal to the
exercise price of such Options, (ii) Shares owned by the Participant having a
Fair Market Value equal in amount to the exercise price of the Options being
exercised, or (iii) any combination of (i) and (ii); PROVIDED, HOWEVER, that
payment of the exercise price by delivery of Shares owned by the Participant may
be made only if the payment does not result in a charge to earnings for
financial accounting purposes as determined by the Board of Directors or the
Committee; PROVIDED, FURTHER, that the purchase price of the Shares with respect
to which an Option or portion thereof is exercised cannot be paid by delivery of
Conexant Shares but shall be payable in full in cash or in Shares or in a
combination of cash and Shares; PROVIDED, FURTHER, that to the extent that the
exercise price of an Option is denominated in foreign currency and is not
converted (with the consent of the Option holder) into U.S. dollars, only
payment by cash or check may be made. In addition, Participants may, either on a
selective or aggregate basis, simultaneously exercise options and sell the
Shares thereby acquired, pursuant to a brokerage or similar arrangement approved
in advance by the Committee, and use the proceeds from such sale as payment of
the purchase price of such Shares and any applicable withholding taxes.
6. BOOK-ENTRY STATEMENTS. Upon exercise and full payment for the Option, a
book-entry statement representing the number of Shares purchased will be issued
as soon as practicable (i) after the stock option administrator (the
"Administrator") whom the Corporation has engaged to administer and process
stock option exercises has received full payment therefor or (ii) at the
Corporation's or the Administrator's election in their sole discretion, after
the Corporation or the Administrator has received (x) full payment of the
exercise price of the Shares subject to the Options and (y) any reimbursement in
respect of withholding taxes due.
7. SHARES AVAILABLE. The total number of Shares which may be delivered upon
exercise of Options shall not exceed the number (presently estimated to be
approximately 67 million Shares) necessary to provide for the exercise of
Options outstanding on the Distribution Date as provided in the Employee Matters
Agreement, subject to any further adjustments provided for herein; PROVIDED,
HOWEVER, that, subject to
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the provisions of Section 8, without the approval of shareowners of the
Corporation, the Committee may not amend the Plan to increase the number of
Shares which may be delivered under the Plan. Shares which may be delivered upon
exercise of Options may consist in whole or in part of unissued or reacquired
Shares. The Corporation will at all times reserve a sufficient number of
authorized and unissued Shares to satisfy outstanding Options in full.
8. ADJUSTMENTS. If there shall be any change in or affecting Shares on
account of any merger, consolidation, reorganization, recapitalization,
reclassification, stock dividend, stock split or combination, or other
distribution to holders of Shares (other than a cash dividend), there shall be
made or taken such amendments to the Plan and such adjustments and actions
thereunder as the Board of Directors may deem appropriate under the
circumstances; PROVIDED, HOWEVER, that the foregoing is subject to the specific
provisions of each individual Sub-Plan regarding adjustments.
9. MISCELLANEOUS.
a. No Option may be assigned, pledged or transferred except (i) by
will or by the laws of descent and distribution; or (ii) by gift to any
member of the Participant's immediate family or to a trust for the benefit
of one or more members of the Participant's immediate family, if permitted
in the applicable agreement governing that Option; or (iii) as otherwise
determined by the Committee. Each Option shall be exercisable during the
lifetime of the Participant to whom the Conexant Option from which it is
derived was granted only by such Participant unless the Option has been
transferred in accordance with the provisions of the applicable agreement
governing that Option to a member of the Participant's immediate family or
a trust for the benefit of one or more members of the Participant's
immediate family, in which case it shall be exercisable only by such
transferee (or by the legal representative of the estate or the heirs or
legatees of such transferee). For purposes of this provision, a
Participant's "immediate family" shall mean the Participant's spouse and
natural, adopted or step-children and grandchildren.
b. No person shall have the rights or privileges of a shareowner with
respect to Shares subject to an Option until such person has received such
Shares following exercise of such Option.
c. No fractional Shares shall be issued or transferred pursuant to the
Plan. If any Option shall be exercisable for a fractional Share, the person
entitled thereto shall be paid an amount equal to the excess of the Fair
Market Value as of the date of exercise over the exercise price for any
fractional Share deliverable in respect of exercise of that Option.
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d. The Corporation shall have the right in connection with the
delivery of any Shares upon exercise of an Option to require as a condition
of such delivery that the recipient represent that such Shares are being
acquired for investment and not with a view to the distribution thereof and
that he or she will make no transfer of the same except in compliance with
any rules and regulations in force at the time of such transfer under the
Securities Act or any other applicable law.
e. The Corporation shall have the right in connection with any
exercise of an Option, to deduct from any amount otherwise payable by the
Corporation, an amount equal to any taxes required by law to be withheld
with respect to exercise of that Option or to require the Participant or
other person effecting such exercise, as a condition of and prior to
delivery of Shares upon such exercise, to pay to the Corporation an amount
sufficient to provide for any such taxes so required to be withheld,
provided that such amount shall not exceed the statutory maximum.
f. The Corporation shall bear all expenses and costs in connection
with the operation of the Plan, including costs related to the purchase,
issue or transfer of Shares, but excluding taxes imposed on any person
receiving a payment or delivery of Shares under the Plan.
g. No employee of the Corporation shall have any right as a
Participant to continue in the employ of the Corporation for any period of
time or to a continuation of any particular rate of compensation, and the
Corporation expressly reserves the right to discharge or change the
assignment of any of its employees who are Participants at any time. There
is no obligation for uniformity of treatment of Participants under the
Plan.
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10. INTERPRETATIONS AND DETERMINATIONS. The Committee shall have the power
from time to time to interpret the Plan and any Sub-Plan, to adopt, amend and
rescind rules, regulations and procedures relating to the Plan and any Sub-Plan,
to make, amend and rescind determinations under the Plan and any Sub-Plan and to
take all other actions that the Committee shall deem necessary or appropriate
for the implementation and administration of the Plan and any Sub-Plan. All
interpretations, determinations and other actions by the Committee not revoked
or modified by the Board of Directors shall be final, conclusive and binding
upon all parties. In the event of any conflict between the Plan and any
Sub-Plan, the terms of the Sub-Plan shall govern in a manner consistent with
Section 1 of the Plan.
11. SECTION HEADINGS. The section headings contained herein are for the
purpose of convenience only, and in the event of any conflict, the text of the
Plan, rather than the section headings, shall control.
12. GENDER, ETC. In interpreting the Plan and any Sub-Plan, the masculine
gender shall include the feminine, the neutral gender shall include the
masculine or feminine, and the singular shall include the plural unless the
context clearly indicates otherwise.
13. INVALIDITY. If any term or provision contained herein or in any award
agreement evidencing an Option shall to any extent be invalid or unenforceable,
such term or provision will be re-formed so that it is valid, and such
invalidity or unenforceability shall not affect any other provision or part
thereof.
14. EFFECTIVE DATE. Upon approval by the sole shareowner of the
Corporation, the Plan shall become effective as of the Distribution Date.
15. PLAN NAME.Effective as of the effective time of the Alpha Merger, the
name of the Plan shall automatically be changed to the "Skyworks Solutions, Inc.
2002 Stock Option Plan".
16. APPLICABLE LAW. The Plan, any Sub-Plan, any award agreement related to
any Sub-Plan and all actions taken hereunder or thereunder shall be governed by,
and construed in accordance with, the laws of the State of Delaware without
regard to the conflict of law principles thereof.
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