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EXHIBIT 10.15
MAXIM INTEGRATED PRODUCTS, INC.
1988 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
Adopted August 23, 1988
Approved by Stockholders on October 26, 1988
Amended by the Board of Directors on August 9, 1990
Approved by Stockholders on October 26, 1990
Amended by the Board of Directors on May 8, 1991 and August 14, 1991
Approved by Stockholders on November 7, 1991
Amended by the Board of Directors on February 23, 1995
Amended by the Board of Directors on February 29, 1996
1. PURPOSE
(a) The purpose of the Maxim Integrated Products, Inc. 1988 Nonemployee
Director Stock Option Plan (the "Plan") is to provide a means by which each
director of MAXIM INTEGRATED PRODUCTS, INC. (the "Company") who is not an
employee of the Company and has not prior to August 23, 1988 been granted an
option by the Company (each such person being hereafter referred to as a
"Non-Employee Director") will be given an opportunity to purchase stock of the
Company.
(b) The Company, by means of the Plan, seeks to retain the services of
persons now serving as Non-employee Directors of the Company, to secure and
retain the services of persons capable of serving in such capacity, and to
provide incentives for such persons to exert maximum efforts for the success of
the Company.
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2. ADMINISTRATION
(a) The Plan shall be administered by the Board of Directors of the
Company (the "Board") unless and until the Board delegates administration to a
committee, as provided in subparagraph 2(b).
(b) The Board may delegate administration of the Plan to a committee
composed of not fewer than three (3) members of the Board (the "Committee"). 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 10 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 six hundred twenty five
thousand (625,000) shares (adjusted to reflect the stock dividend effective
November 23, 1994 and November 29, 1995) of the Company's Common Stock. 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.
(b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.
4. ELIGIBILITY
Options shall be granted only to Non-employee Directors of the Company.
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5. AUTOMATIC GRANTS
(a) Each person who is elected for the first time to be a Non-employee
Director shall, upon the date of his initial election to be a Non-employee
Director by the Board or stockholders of the company, automatically be granted
an option to purchase thirty thousand (30,000) shares (adjusted to reflect the
stock dividend effective November 23, 1994 and November 29, 1995) of the
Company's Common Stock (subject to adjustment as provided in paragraph 10
hereof) on such date upon the terms and conditions set forth herein.
(b) Each Non-employee Director who serves on the Company's Board of
Directors on the Adoption Date shall automatically be granted an option to
purchase ten thousand (10,000) shares of the Company's Common Stock (subject to
adjustment as provided in Paragraph 10 hereof) on such date upon the terms and
conditions set forth herein.
6. OPTION PROVISIONS
Each option shall contain the following terms and conditions:
(a) The term of each option commences on the date it is granted and,
unless sooner terminated as set forth herein, expires on the date ("Expiration
Date") five years from the date of grant. The term of each option may terminate
sooner than such Expiration Date if the optionee's service as a Non-employee
Director of the Company terminates for any reason or for no reason. In the event
of such termination of service, the option shall terminate on the earlier of the
Expiration Date or the date seven (7) months following the date of termination
of service; provided, however, that if such termination of service is due to the
optionee's death, the option shall terminate on the earlier of the Expiration
Date or twelve (12) months following the date of the optionee's death. In any
and all circumstances, an option may be exercised following termination of the
optionee's service
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as a Non-employee Director of the Company only as to that number of shares as to
which it was exercisable on the date of termination of such service under the
provisions of subparagraph 6(e). Notwithstanding the foregoing, if exercise
within the foregoing periods is prohibited under paragraph 13 below, the term of
the option shall be extended to a date thirty days following the first date on
which the condition of paragraph 13 of the Plan has been met, and the option
shall be exercisable as to the number of shares that could have been exercised
on the date of termination of service had the condition of paragraph 13 been
satisfied on that date.
(b) The exercise price of each option shall be one hundred percent
(100%) of the fair market value of the stock subject to such option on the date
such option is granted.
(c) Payment of the exercise price of each option is due in full in cash
upon any exercise when the number of shares being purchased upon such exercise
is less than 1,000 shares; but when the number of shares being purchased upon an
exercise is 1,000 or more shares, the optionee may elect to make payment of the
exercise price under one of the following alternatives:
(i) Payment of the exercise price per share in cash at the
time of exercise; or
(ii) Provided that at the time of exercise the Company's
common stock is publicly traded and quoted regularly in The Wall Street Journal,
payment by delivery of already-owned shares of common stock of the Company owned
by the optionee for at least six (6) months and owned free and clear of any
liens, claims, encumbrances or security interests, which Common Stock shall be
valued at fair market value on the date of exercise; or
(iii) Payment by a combination of the methods of payment
specified in subparagraph 6(c)(i) and 6(c)(ii) above.
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(d) An option shall not be transferable except by will or by the laws
of descent and distribution, and shall be exercisable during the lifetime of the
person to whom the option is granted only by such person or by his guardian or
legal representative.
(e) (i) The options described in paragraph 5(a) shall become
exercisable (vest) in installments as follows: eight and three hundred
thirty-four thousandths percent (8.334%) of the shares covered by the option on
the date three (3) months after the date of grant, and eight and three hundred
thirty-four thousandths percent (8.334%) of the shares covered by the option at
the end of every subsequent three-month period thereafter until all the shares
have become vested on the date three (3) years from the date of grant; provided
that shares shall become exercisable (vest) on any relevant vesting date only if
the optionee is a Non-employee Director of the Company on that vesting date.
(ii) The options described in paragraph 5(b) shall become
exercisable (vest) in installments as follows: twenty-five percent (25%) of the
shares covered by the option on the date three (3) months after all previously
granted automatic options under this Plan have vested, and twenty-five percent
(25%) of the shares covered by the option at the end of every subsequent three
(3) month period thereafter until all the shares have become vested one year
after all previously granted automatic options under this Plan have vested;
provided that shares shall become exercisable (vest) on any relevant vesting
date only if the optionee is Non-employee Director of the Company on that
vesting date.
(iii) Subject to the limitations contained herein including,
without limitation, those contained in subparagraph 13(b), each option shall be
exercisable with respect to each installment on or after the date of vesting
applicable to such installment.
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(f) The Company may require any optionee, or any person to whom an
option is transferred under subparagraph 6(d), as a condition of exercising any
such option: (i) to give written assurances satisfactory to the Company as to
the optionee's knowledge and experience in financial and business matters; and
(ii) 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, as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then-applicable securities laws.
(g) Notwithstanding anything to the contrary contained herein, an
option may not be exercised unless the shares issuable upon exercise of such
option are then registered under the Securities Act or, if such shares are not
then so registered, the Company has determined that such exercise and issuance
would be exempt from the registration requirements of the Securities Act.
7. CONVENANTS 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
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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.
8. 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.
9. MISCELLANEOUS
(a) Neither an optionee nor any person to whom an option is transferred
under subparagraph 6(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.
(b) Nothing in the Plan or in any instrument executed pursuant thereto
shall confer upon any Non-employee Director any right to continue in the service
of the Company or shall affect any right of the Company, its Board or
stockholders to terminate the service of any Non-employee Director with or
without cause.
(c) No Non-employee Director, individually or as a member of a group,
and no beneficiary or other person claiming under or through him, shall have any
right, title or interest in or to any option reserved for the purposes of the
Plan except as to such shares of common stock, if any, as shall have been
reserved for him pursuant to an option granted to him.
(d) In connection with each option made pursuant to the Plan, it shall
be a condition precedent to the Company's obligation to issue or transfer shares
to a Non-employee Director, or to evidence the removal of any restrictions on
transfer, that such Non-employee Director make arrangements satisfactory to the
Company to insure that the amount of any federal or other
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withholding tax required to be withheld with respect to such sale or transfer,
or such removal or lapse, is made available to the Company for timely payment of
such tax.
10. 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 Plan and outstanding
options will be appropriately adjusted in the class(es) and maximum number of
shares subject to the Plan and the class(es) and 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, then all outstanding options shall
become exercisable in full for a period of at least ten (10) days prior to such
event. Outstanding options which have not been exercised prior to such event
shall terminate on the date of such event unless assumed by a successor
corporation.
11. AMENDMENT OF THE PLAN
(a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in paragraph 10 relating to adjustments upon changes
in stock, no amendment shall be
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effective unless approved by the vote of a majority of the shares of the Company
represented and voting at a duly held meeting within twelve (12) months before
or after the adoption of the amendment, where the amendment will:
(i) Materially increase the number of shares which may be
issued under the Plan;
(ii) Materially modify the requirements as to eligibility for
participation in the Plan; or
(iii) Materially increase the benefits accruing to
participants under the Plan, whether by increasing the number of shares for
which an option may be granted to an optionee or otherwise.
(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.
12. 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 ten (10) years from the date the
Plan is adopted by the Board. 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.
(c) The Plan shall terminate upon the occurrence of any of the events
described in Section 10(b) above.
13. EFFECTIVE DATE OF PLAN; CONDITIONS OF EXERCISE
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The Plan shall become effective upon adoption by the Board of
Directors, subject to the condition subsequent that the Plan is approved by the
vote or written consent of the holders of a majority of the shares of the
Company represented and voting at the next special or annual meeting of
stockholders of the Company.
No option granted under the Plan shall be exercised or exercisable
unless and until the condition of paragraph 13 has been met.
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