As filed with the Securities and Exchange Commission on December 2, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
UNITRODE CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Maryland
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(State or Other Jurisdiction of Incorporation or Organization)
04-2271186
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(I.R.S. Employer Identification No.)
7 Continental Boulevard, Merrimack, New Hampshire 03054
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(Address of Principal Executive Offices) (Zip Code)
BENCHMARQ MICROELECTRONICS, INC.
1989 STOCK OPTION PLAN
BENCHMARQ MICROELECTRONICS, INC.
1995 FLEXIBLE STOCK OPTION PLAN
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(Full Title of Plans)
Allan R. Campbell
Senior Vice President, General Counsel and Secretary
Unitrode Corporation
7 Continental Boulevard
Merrimack, New Hampshire 03054
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(Name and Address of Agent for Service)
(603) 424-2410
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(Telephone Number, Including Area Code,
of Agent For Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Proposed Maximum Amount of
to be Registered Registered Maximum Offering Aggregate Offering Registration Fee
Price Per Share Price
<S> <C> <C> <C> <C>
BENCHMARQ Microelectronics, Inc. 441,485 $16.07(2) $7,094,664(2) $1973
1989 Stock Option Plan (1)
Common Stock, par value
$.01 per share
BENCHMARQ Microelectronics, Inc. 987,133 $16.07(2) $15,863,228(2) $4410
1995 Flexible Stock Option Plan (1)
Common Stock, par value
$.01 per share
</TABLE>
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(1) Pursuant to an Agreement and Plan of Merger (the "Merger Agreement")
by and among Unitrode Corporation (the "Registrant"), Merrimack
Corporation ("Sub") and BENCHMARQ Microelectronics, inc.
("BENCHMARQ")dated as of March 2, 1998, the Registrant assumed all of
the outstanding options to purchase common stock of BENCHMARQ (the
"Assumed Options") under the BENCHMARQ Microelectronics, Inc. 1989
Stock Option Plan and the BENCHMARQ Microelectronics, Inc. 1995
Flexible Stock Option Plan (together, the "BENCHMARQ Plans").
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to paragraphs (c) and (h) of Rule 457 under the Securities
Act based on the average of the high and low prices per share of the
Registrant's Common Stock as traded on the New York Stock Exchange on
November 27, 1998.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
The Registrant will send or give the documents containing the
information specified in this Item 1 to employees, officers, directors or
others as specified by Rule 428(b)(1). In accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission")
and the instructions to Form S-8, the Registrant is not filing such
documents with the Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424.
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant will send or give the documents containing the
information specified in this Item 2 to employees, officers, directors or
others as specified by Rule 428(b)(1). In accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission")
and the instructions to Form S-8, the Registrant is not filing such
documents with the Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and Information heretofore filed with the
Commission by the Registrant are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended January 31, 1998; (the consolidated financial
statements included therein have not been restated to reflect
the business combination consummated since January 31, 1998
that was treated as a pooling of interests)
(b) The Registrant's Quarterly Reports on Form 10-Q for the
fiscal quarters ended May 2, 1998 and August 1, 1998;
(c) The Registrant's Current Reports on Form 8-K and Form 8-K/A
filed March 4, 1998, April 8, 1998, June 15, 1998, June 22,
1998, June 24, 1998, June 25, 1998, August 4, 1998 and
October 7, 1998;
(d) The description of the Registrant's common stock, par value
$.01 per share, set forth in the Registrant's Registration
Statement on Form S-8 dated September 13, 1995, including
any amendments or reports filed for the purpose of updating
such description.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold under this
Registration Statement, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superceded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supercedes such earlier statement. Any
statement so modified or superceded shall not be deemed, except as so
modified or superceded, to constitute part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Officers and Directors.
The Maryland General Corporation Law, as amended from time to time
(the "MGCL"), permits a Maryland corporation to include in its articles of
incorporation a provision limiting the liability of its directors and
officers to the corporation and its stockholders for money damages except
for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) active and deliberate
dishonesty established by a final judgment as being material to the cause
of action. The Registrant's Articles of Incorporation contain such a
provision which eliminates such liability except (a) to the extent that it
is proved that the person actually received an improper benefit or profit
in money, property or services, for the amount of the benefit or profit in
money, property or services actually received, or (b) to the extent that a
judgment or other final adjudication adverse to the person is entered in a
proceeding based on a finding in the proceeding that the person's action,
or failure to act, was the result of active and deliberate dishonesty and
was material to the cause adjudicated in the proceeding.
The Registrant's By-Laws obligate it, to the maximum extent permitted by
Maryland law, to indemnify and to pay or reimburse reasonable expenses in
advance of final disposition of a proceeding to (a) any present or former
director or officer or (b) any individual who, while a director of the
Registrant and at the request of the Registrant, serves or has served
another corporation, partnership, joint venture, trust, employee benefit
plan or any other enterprise as a director, officer, partner or trustee of
such corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise. The Registrant's By-Laws also permit the Registrant
to indemnify and advance expenses to any person who served a predecessor of
the Registrant in any of the capacities described above and to any employee
or agent of the Registrant or a predecessor of the Registrant.
The MGCL requires a corporation (unless its articles of incorporation
provide otherwise, which the Registrant's Articles of Incorporation do not)
to indemnify a director or officer who has been successful, on the merits
or otherwise, in the defense of any proceeding to which he is made a party
by reason of his service in that capacity. The MGCL permits a corporation
to indemnify its present and former directors and officers, among others,
against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by them in connection with any proceeding to which they
may be made a party by reason of their service in those or other capacities
unless it is established that (a) the act or omission of the director or
officer was material to the matter giving rise to the proceeding and (i)
was committed in bad faith or (ii) was the result of active and deliberate
dishonesty, (b) the director or officer actually received an improper
personal benefit in money, property or services or (c) in the case of any
criminal proceeding, the director or officer had reasonable cause to
believe that the act or omission was unlawful. However, under the MGCL, a
Maryland corporation may not indemnify for an adverse judgment in a suit by
or in the right of the corporation but, pursuant to court order, may
indemnify for expenses in such a suit. In addition, the MGCL requires the
Registrant, as a condition to advancing expenses, to obtain (a) a written
affirmation by the director or officer of his good faith belief that he has
met the standard of conduct necessary for indemnification by the Registrant
required by the MGCL and as authorized by the Registrant's By-Laws and (b)
a written undertaking by or on his behalf to repay the amount paid or
reimbursed by the Registrant if it shall ultimately be determined that the
standard of conduct was not met.
The Registrant's officers and directors are insured against certain
liabilities under a policy maintained by the Registrant with aggregate
coverage of $10,000,000.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
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4.1 BENCHMARQ Microelectronics, Inc. 1989 Stock Option Plan
4.2 BENCHMARQ Microelectronics, Inc. 1995 Flexible Stock Option Plan
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding
legality of securities being registered.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as
part of its opinion filed as Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included on the signature page of this S-8
Registration Statement).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the Information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of a prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any material Information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such Information in the registration statement.
(2) That, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described above, or otherwise,
the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in a
successful defense of any action, suit or proceeding) is asserted by
such director, officer, or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Merrimack, State of New
Hampshire, on this 30th day of November, 1998.
UNITRODE CORPORATION
By: /s/ Robert J. Richardson
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Robert J. Richardson
Chairman and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each individual whose signature
appears below constitutes and appoints Robert J. Richardson, and Allan R.
Campbell, and each of them, his true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this
registration statement and to file the same with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 30, 1998.
Signature Title
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/s/ Robert J. Richardson Chairman, Chief Executive
------------------------ Officer and Director
Robert J. Richardson (principal executive officer)
/s/ Cosmo S. Trapani Executive Vice President,
------------------------ and Chief Financial Officer
Cosmo S. Trapani (principal financial officer)
/s/ Robert L. Gable Director
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Robert L. Gable
/s/ James T. Vanderslice Director
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James T. Vanderslice
/s/ Louis E. Lataif Director
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Louis E. Lataif
/s/ William W.R. Elder Director
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William W.R. Elder
/s/ Derrell C. Coker Director
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Derrell C. Coker
/s/ Alan R. Schuele Director
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Alan R. Schuele
/s/ Dietrich Erdmann Director
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Dietrich Erdmann
EXHIBIT INDEX
Exhibit Number Description
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4.1 BENCHMARQ Microelectronics, Inc. 1989 Stock Option Plan
4.2 BENCHMARQ Microelectronics, Inc. 1995 Flexible Stock
Option Plan
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
regarding legality of securities being registered.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP
(included as part of its opinion filed as Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included on the signature page of
this S-8 Registration Statement).
EXHIBIT 4.1
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BENCHMARQ Microelectronics, Inc
1989 STOCK OPTION PLAN
(Amended and Restated as of September 18, 1996)
1. Purposes of the Plan. The purposes of the Plan are to attract
and retain the best available personnel for positions of substantial
responsibility, to provide additional incentives to all the Employees and
Consultants of the Company and to promote the success of the Company's
business. It is intended that each option granted hereunder will either
qualify as an "incentive stockoption", as defined in Section 422A(b) of the
Code, or be a "non-statutory stock option."
2. Definitions. As used herein, the following definitions shall
apply:
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(a) "Board" shall mean the Committee, if one has been appointed, or
the Board of Directors of the Company, if no Committee has been appointed.
(b) "Book Value" means the excess of the value of the assets of an
entity over the liabilities of such entity (determined in accordance with
United States generally accepted accounting principles, consistently
applied).
(c) "Change in Control" shall mean, (i) the occurrence of an event
of a nature that would be required to be reported by the Company in
response to Item 1 of a Current Report on Form 8-K (or any successor to
such form) promulgated pursuant to the Exchange Act; provided, without
limitation, such a Change inControl shall be deemed to have occurred if
(A) any Person or Group (other than (I) the Company, (II) any wholly-owned
Subsidiary of the Company, (III) any employee benefit plan, including,
without limitation, an employee stock ownership plan, established by the
Company or any wholly-owned Subsidiary of the Company or (IV) any trustee
or other fiduciary holding securities under any employee benefit plan
established by the Company or any wholly-owned Subsidiary of the Company),
becomes the "beneficial owner" (as defined in Rule 13d-3 (or any successor
to such rule) promulgated under the Exchange Act), directly or indirectly,
of securities of the Company or any Material Subsidiary of the Company
representing fifty percent (50%) or more of the combined voting power of
the Company's or such Material Subsidiary's then outstanding securities or
(b)during any period of twenty-four (24) months, individuals who at the
beginning of such period constitute the Board cease for any reason to
constitute at least a majority thereof, unless the election by the Board
or the nomination for election by the Company's stockholders was approved
by a vote of at least two-thirds (2/3) of the directors then still in
office who either were directors at the beginning of such twenty-four (24)
month period or whose election or nomination for election was previously
so approved; (ii) a merger, consolidation or conversion involving the
Company is consummated, other than a merger, consolidation or conversion
that would result in the holders of voting securities of the Company
outstanding immediately prior thereto owning (directly or indirectly) not
less than fifty percent (50%) of the combined voting power of the voting
securities of the surviving or resulting entity outstanding immediately
after such merger, consolidation or conversion, (iii) the stockholders of
the Company approve a plan of complete liquidation of the Company (iv) an
agreement for the sale or other disposition of all or substantially all of
the Company's assets (evaluated on a consolidated basis, without regard to
whether the sale or disposition is effected via a sale or disposition of
assets of the Company, the sale or disposition of the securities of one or
more Subsidiaries of the Company or the sale or disposition of them assets
of one or more Subsidiaries of the Company) is consummated, (v) the
Company issues securities in an exchange of securities, other than an
exchange of securities (including all related exchanges of securities)
that would result in the holders of voting securities of the Company
outstanding immediately prior thereto continuing to own not less than
fifty percent (50%) of the combined voting power of the voting securities
of the Company to be outstanding immediately subsequent to such exchange
of securities or (vi) the stockholders of the Company are issued
securities in an exchange of securities, other than an exchange of
securities (including all related exchanges of securities) that would
result in the holders of voting securities of the Company outstanding
immediately prior thereto owning not less than fifty percent (50%) of the
combined voting power of the voting securities (which are to be
outstanding immediately subsequent to such exchange of securities) of the
issuer of the, securities issued in such exchange of securities.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended,
and any successor legislation thereto.
(e) "Committee" shall mean the Committee appointed by the Board of
Directors in accordance with Section 4(a) of the Plan, if one is appointed.
(f) "Common Stock" shall mean the common stock, par value $0.001 per
share, of the Company.
(g) "Company" shall mean BENCHMARQ Microelectronics, Inc., a Delaware
corporation.
(h) "Consultant" shall mean any Person who or which is engaged by the
of the Company to render consulting services and is compensated for such
consulting services.
(i) "Continuous Status as an Employee" shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status as
an Employee shall not be considered interrupted while an Employee is on
sick leave, military leave or any other leave of absence approved by the
Board, if the period of such leave does not exceed 90 days, or, if longer,
so long as the Employee's right to reemployment with the Company or any
Parent or Subsidiary is guaranteed either by statute or contract.
(j) "Corporate Transaction" shall mean any recapitalization (other
than a transaction within the scope of Section 11(a)), merger,
consolidation or conversion involving the Company or any exchange of shares
involving the Common Stock.
(k) "Corporate Transaction Consideration" shall have the meaning set
forth in Section 11(c) of the Plan.
(l) "Employee" shall mean any individual, including an officer or
director, employed by the Company or any Parent or Subsidiary of the
Company. The payment of a director's fee by the Company shall not be
sufficient to constitute "employment" by the Company.
(m) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and any successor legislation thereto.
(n) "Expiration Date" shall mean the date on which the term of an
Option expires.
(o) "Group" shall have the meaning ascribed to such term in Section
13(d) of the Exchange Act.
(p) "Incentive Stock Option" shall mean an option granted under the
Plan that is intended to qualify as an incentive stock option within the
meaning of Section 422A(b) of the Code.
(q) "Material Subsidiary" shall mean any Subsidiary of which the Book
Value or fair market value (whichever is greater) constitute fifty percent
(50%)or more of the Book Value of the Company. The fair market value of a
Subsidiary will be determined in good faith by the Board.
(r) "Non-Statutory Stock Option" shall mean an option granted under
the Plan that does not (whether at the time of grant or thereafter) qualify
as an Incentive Stock Option.
(s) "Option" shall mean an option which is granted pursuant to the
Plan to purchase Shares.
(t) "Optioned Stock" shall mean the Shares subject to an Option.
(u) "Optionee" shall mean an Employee or Consultant to whom an Option
has been granted.
(v) "Parent" shall mean a "parent corporation", whether now or
hereafter existing, as defined in Section 425(e) of the Code.
(w) "Person" shall mean any individual, employee benefit plan,
corporation, trust, partnership, joint venture, limited liability company
or other business entity.
(x) "Permitted Modification" shall be deemed to be any modification
of an Option which is made in connection with a Corporate Transaction and
which provides that subsequent to the consummation of the Corporate
Transaction (A)the exercise price of such Option will be proportionately
adjusted to reflect the exchange ratio applicable to the particular
Corporate Transaction and/or (B)the nature and amount of consideration to
be received upon exercise of the Option will be the same (on a per share
basis) as was received by persons who were holders of Shares immediately
prior to the consummation of the Corporate Transaction.
(y) "Plan" shall mean this 1989 Stock Option Plan.
(z) "Share" shall mean a share of Common Stock.
(aa) "Subsidiary" shall mean a "subsidiary corporation", whether now
or hereafter existing, as defined in Section 425(f) of the Code.
3. Stock Subject to the Plan. Subject to provisions of Section 11
of the Plan, the aggregate number of Shares which may be optioned and sold
under the Plan is 823,232 (after giving effect to all exercises of Options
prior to September 18, 1996). The Shares may be authorized, but unissued,
or reacquired Common Stock. If an Option should expire or become
unexercisable for any reason without having been exercised in full, the
unpurchased Shares which were subject thereto shall, unless the Plan shall
have been terminated, become available for future grants under the Plan.
4. Administration of the Plan.
(a) Procedure. The Plan shall be administered by the Board of
Directors of the Company; provided, however, the Board of Directors may
appoint a Committee consisting of not less than three members of the Board
of Directors to administer the Plan on behalf of the Board of Directors,
subject to such terms and conditions as the Board of Directors may
prescribe. Once appointed, the Committee shall continue to serve until
otherwise directed by the Board of Directors. From time to time the Board
of Directors may increase the size of the Committee and appoint additional
members thereof, remove members (with or without cause), and appoint new
members in substitution therefor, fill vacancies however caused and remove
all members of the Committee, and thereafter directly administer the Plan.
Members of the Board who are either eligible for Options or have been
granted Options may vote on any matters affecting the administration
of the Plan or the grant of any Options pursuant to the Plan, except that
no such member shall act upon the granting of an Option to himself, but any
such member may be counted in determining the existence of a quorum at any
meeting of the Board during which action is taken with respect to the
granting of Options to him. So long as the Company has equity securities
registered pursuant to Section 12 of the Exchange Act, the Plan shall be
administered in accordance with the requirements of Rule 16b-3 promulgated
under the Exchange Act.
(b) Powers of the Board. Subject to the provisions of the Plan, the
Board shall have the authority, in its discretion: (i) to grant Options;
(ii) to determine, in accordance with Section 8(b) of the Plan, the fair
market value, per Share of the Common Stock; (iii) to determine, in
accordance with Section 8(a) of the Plan, the exercise price per Share at
which Options may be exercised; (iv) to determine the Employees and
Consultants to whom, and the time or times at which, Options shall be
granted, the number of Shares to be represented by each Option and whether
such Options shall be Incentive Stock Options, Non-Statutory Stock Options
or any combination thereof; (v) to interpret the Plan; (vi) to prescribe,
amend and rescind rules and regulations relating to the Plan; (vii) to
determine the terms and provisions of each Option granted (which need not
be identical) and, with the consent of the holder thereof, to modify or
amend any outstanding Option; (viii) to accelerate or defer (with the
consent of the Optionee) the exercise date of any outstanding option; (ix)
to authorize any person to execute on behalf of the Company any instrument
required to effectuate the grant of an Option previously granted by the
Board; and (x) to make all other determinations deemed necessary or
advisable for the administration of the Plan.
(c) Effect of Board's Decision. All decisions, determinations and
interpretations of the Board shall be final and binding on all Optionees
and any other holders of any Options granted under the Plan.
5. Eligibility.
(a) Grant of Options. Incentive Stock Options may be granted only to
Employees. Non-Statutory Stock Options may be granted to either Employees
or Consultants. An Employee or Consultant who has been granted an Option
may, if he is otherwise eligible, be granted an additional Option or
Options.
(b) No Right of Employment. The Plan shall not confer upon any
Optionee any right with respect to continuation of employment by, or
consulting relationship with, the Company, nor shall it interfere in any
way with his right or the Company's right to terminate his employment or
consulting relationship at any time.
(c) Limitation Upon Incentive Stock Options. Subject to the
provisions of this Section 5, to the extent that the aggregate fair market
value of Shares with respect to which Incentive Stock Options (determined
without regard to the provisions of this Section 5) are exercisable for
the first time by any Employee during any calendar year (under all plans
of the Company or any Parent or Subsidiary of the Company) exceeds
$100,000, such Options shall be treated as Options that are Non-Statutory
Stock Options. For purposes of this Section 5(c), which shall be applied
by taking Options into account in the order in which they were granted,
the fair market value of any Shares shall be determined as of the time the
Option with respect to such Shares is granted.
6. Term of Plan. The Plan shall become effective upon the date of
its adoption by the Board of Directors or, if earlier, the date of its
approval by vote of the holders of a majority of the outstanding Shares
entitled to vote on the adoption of the Plan. It shall continue in effect
for a term of ten (10) years from such date, unless sooner terminated under
Section 12 of the Plan.
7. Term of Option. The term of each Option shall be ten (10) years
from the date of grant thereof or such shorter term as may be determined by
the Board. However, in the case of any Incentive Stock Option granted to
an Employee who, at the time of grant, owns stock representing more than
ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary of the Company, the term of such
Incentive Stock Option shall be five (5) years from the date of grant
thereof or such shorter time as may be determined by the Board.
8. Exercise Price and Method of Payment.
(a) Exercise Price. The per Share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be such price as is
determined by the Board, but in the case of an Incentive Stock Option, such
price shall not be less than 100% (or, in the case of an Incentive Stock
Option granted to an Employee who, at the time of grant, owns stock
representing more than ten (10%) percent of the voting power of all classes
of stock of the Company or any Parent or Subsidiary of the Company, 110%)
of the fair market value per Share on the date such Option was granted.
(b) Fair Market Value. For purposes of the Plan, the term "fair
market value" on any date shall mean (i) if the Common Stock is listed or
admitted to trade on a national securities exchange, the closing price of
the Common Stock on the composite tape, as published in the Wall Street
Journal, of the principal national securities exchange on which the Common
Stock is so listed or admitted to trade, on such date or, if there is no
trading in Shares on such date, thenthe closing price of the Common Stock
as quoted on such composite tape on the next preceding date on which there
was trading in such Shares; (ii) if the Common Stock is not listed or
admitted to trade on a national securities exchange, then the closing
price of the Common Stock as quoted on the National Market System of the
National Association of Securities Dealers, Inc. ("NASD"); (iii) if the
Common Stock is not listed or admitted to trade on a national securities
exchange or the National Market System of the NASD, the mean between the
bid and asked price for the Common Stock on such date, as furnished by the
NASD through NASDAQ or a similar organization if NASDAQ is no longer
reporting such information; or (iv) if the Common Stock is not listed or
admitted to tradeon a national securities exchange or the National Market
System of the NASD andif bid and asked prices for the Common Stock are not
so furnished by the NASD or a similar organization, the values established
by the Board for purposes of granting Options under the Plan. Fair market
value shall be determined without regard to any restriction other than a
restriction which, by its terms, will never lapse.
(c) Payment. Payment for Shares issuable upon exercise of an Option
shall be made in cash, or by check, promissory note, or if authorized by
the Board, by delivery of other Shares having a fair market value on the
date of delivery equal to the aggregate exercise price of the Shares as to
which said Option is being exercised, or by any combination of such methods
of payment or by any other method of payment as may be permitted under
applicable law and as may be authorized by the Board.
9. Exercise of Option.
(a) Procedure for Exercise; Rights as a Stockholder. Any Option
granted hereunder shall be exercisable at such times under such conditions
as shall be determined by the Board, including performance criteria with
respect to the Company and/or the Optionee, and as shall be permissible
under the terms of the Plan. An Option may not be exercised for a fraction
of a Share. An Option shall be deemed to be exercised when written notice
of such exercise has been given to the Company in accordance with the
terms of the Option by the person entitled to exercise the Option and full
payment for the Shares with respect towhich the Option is exercised has
been received by the Company. Full payment may, as authorized by the
Board, consist of any form of consideration and method of payment
allowable under Section 8(c) of the Plan. Until the issuance (as evidenced
by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the stock certificate
evidencing such Shares, no right to vote or receive dividends or any other
rights as a, stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. No adjustment will be made for
a dividend or other right for which the record date is prior to the date
as of which the stock certificate is issued, except as provided in Section
11 of the Plan. Each exercise of an Option shall reduce, pro tanto, the
total number of Shares that may thereafter be purchased under such Option.
Subject to the provisions of Section 5(c), in no event shall the ex ercise
of an Incentive Stock Option by an Employee have any effect on the
exercise of any Non-Statutory Stock Options granted to such Employee, nor
shall the exercise of a Non-Statutory Stock Option have any effect on the
exercise of any Incentive Stock Options granted to such Employee.
(b) Termination of Status as an Employee. If an Optionee ceases to
be an Employee, he may, but only prior to the earlier of (i) the close of
business on the Expiration Date or (ii) the close of business on the last
day of the period ending thirty (30) days after the date he ceases to be
an Employee, exercise his Option to the extent that he was entitled to
exercise it at the date of such termination. To the extent that he was not
entitled to exercise the Option at such date, or does not exercise it
within the time specified herein, the option shall terminate.
(c) Disability of Employee. Notwithstanding the provisions of
Section 9(b) above, in the event an Employee is unable to continue his
employment with the Company as a result of his permanent and total
disability (as defined in Section 22(e)(3) of the Code), he may, but only
prior to the earlier of (i) the close of business on the Expiration Date or
(ii) the close of business on the last day of the period ending twelve (12)
months from the date of termination, exercise his Option to the extent he
was entitled to exercise it at the date of such termination. To the extent
that he was not entitled to exercise the Option at such date, or if he does
not exercise it within the time specified herein, the Option shall
terminate.
(d) Death of Employee. Notwithstanding the provisions of Section
9(b)above, upon the death of an Employee, any Option held by him shall
terminate and be of no further effect, except as provided below:
(i) If the Employee's death occurs during the term of the Option
and, at the time of his death, the Employee was an Employee of the Company
and had been in Continuous Status as an Employee since the date of grant of
the Option, the Option may be exercised, at any time prior to the earlier
of (A) the close of business on the Expiration Date or (B) the close of
business on the last day of the period ending twelve (12) months following
the date of the Employee's death, by the Employee's estate or by the person
who acquired the right to exercise the Option by bequest or inheritance,
but only as to the number of Shares subject to the Option as to which the
right to exercise had accrued to the Employee at the date of death.
(ii) If the Employee's death occurs within thirty (30) days after
the termination of his Continuous Status as an Employee, the Option may be
exercised, at any time prior to the earlier of (A) the close of business on
the Expiration Date or (B) the close of business on the last day of the
period ending three (3) months following the date of the Employee's death,
by the Employee's estate or by a person who acquired the right to exercise
the option by bequest or inheritance, but only to the extent of the right
to exercise that had accrued at the date of termination.
(e) Death, Disability or Termination of Consultants. Options granted
under the Plan to Consultants may contain such terms and conditions with
respect to the death or disability of a Consultant or the termination of a
Consultant's consulting relationship with the Company as the Board deems
necessary or appropriate. Such terms and conditions will be set forth in
the option agreement referenced in Section 15 of the Plan.
(f) Vesting and Exercise of Vested Options. Each Option granted
pursuant to the Plan may only be exercised to the extent that the Optionee
is vested in such Option. Each Option shall vest separately in accordance
with the option vesting schedule determined by the Board, which will be
incorporated into the option agreement entered into between the Company
and such Optionee. The option vesting schedule may be accelerated if, in
the sole discretion of the Board, the acceleration of the option vesting
schedule would be in the best interests the Company. Upon the occurrence
of a Change in Control, all Options which have not previously been
terminated, exercised or cancelled shall become fully vested and
immediately exercisable.
10. Non-Transferability of Options. No Option granted hereunder may
be sold, pledged, assigned, hypothecated, transferred, or disposed of in
any manner other than by will or by the laws of descent or distribution.
Any Option granted hereunder may be exercised, during the lifetime of the
Optionee, only by the Optionee.
11. Adjustments Upon Changes in Capitalization or Merger.
(a) Reorganizations. Subject to any required action by the
stockholders of the Company, the number of Shares covered by each
outstanding Option, and the aggregate number of Shares which have been
authorized for issuance under the Plan, as well as the exercise price per
Share covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued Shares
resulting from a stock split or the payment of a stock dividend with
respect to the Common Stock or any other increase or decrease in the number
of issued Shares effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares
of stock of any class, orsecurities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of Shares subject to an Option.
(b) Dissolution/Liquidation. In the event of the dissolution or
liquidation of the Company, each Option shall terminate as of a date to be
fixed by the Board; provided, however, that not less than thirty (30) days'
written notice of the date so fixed shall be given to each Optionee.
During such period each Option which has not previously been terminated,
exercised or cancelled will fully vest and become exercisable (subject to
the expiration of the term of such Option), notwithstanding the vesting
schedule set forth in the option agreement evidencing the grant of such
Option or any performance based restrictions. Upon the date fixed by the
Board, any unexercised Option shall terminate and be of no further effect.
(c) Corporate Transactions in which the Common Stock Remains
Outstanding. If a Corporate Transaction is consummated and immediately
following the consummation of such Corporate Transaction the Persons who
were holders of Shares immediately prior to the consummation of such
Corporate Transaction do not receive any securities or other property
("Corporate Transaction Consideration") as a result of such Corporate
Transaction and continue to hold solely the shares of Common Stock held by
them immediately prior to the consummation of such Corporate Transaction,
the Options will remain outstanding and will continue in full force and
effect (without any modification) following the consummation of such
Corporate Transaction.
(d) Corporate Transactions in which the Common Stock Does Not Remain
Outstanding. If a Corporate Transaction is consummated and immediately
following the consummation of such Corporate Transaction, the Persons who
were holders of Shares immediately prior to the consummation of such
Corporate Transaction do receive Corporate Transaction Consideration as a
result of such Corporate Transaction or do not continue to hold solely the
shares of Common Stock held by them immediately prior to the consummation
of such Corporate Transaction, the terms and conditions of the Options will
be modified as follows:
(i) If the documentation pursuant to which a Corporate
Transaction will be consummated provides for the assumption by the entity
issuing Corporate Transaction Consideration to the Persons who were the
holders of Shares immediately prior to the consummation of such Corporate
Transaction of the Options granted pursuant to the Plan without any
modification or amendment (other than Permitted Modifications), such
Options will remain outstanding and will continue in full force and effect,
subject to the Permitted Modifications, following the consummation of such
Corporate Transaction.
(ii) If the documentation pursuant to which a Corporate
Transaction will be consummated does not provide for the assumption by the
entity issuing Corporate Transaction Consideration to the Persons who were
the holders of Shares immediately prior to the consummation of such
Corporate Transaction of the Options granted pursuant to the Plan without
any modification or amendment (other than Permitted Modifications), all
vesting restrictions (performance based or otherwise) will accelerate and
the holders of such Options may (subject to the expiration of the term of
such Options) exercise such Options without regard to such vesting
restrictions during the ten (10) day period immediately preceding the
consummation of such Corporate Transaction. For purposes of the
immediately preceding sentence, all performance based goals will be
deemed to have been satisfied in full. The Company will provide each
Optionee with reasonable notice of the termination of such vesting
restrictions and the impending termination of such Options. Upon the
consummation of such a Corporate Transaction, all unexercised Options will
automatically terminate and cease to be outstanding.
12. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may terminate the Plan at
any time. The Board may amend the Plan at any time in such respects as the
Board may deem advisable; provided, that the following amendments shall
require approval of the holders of a majority of the outstanding shares of
the Company entitled to vote:
(i) any change in the aggregate number of Shares which may be
optioned and sold under the Plan, other than in connection with an
adjustment under Section 11 of the Plan;
(ii) any change in the designation of the class of Employees
eligible to be granted Incentive Stock Options; or
(iii) if the Company has a class of equity security registered
under Section 12 of the Exchange Act at the time of such amendment, any
change in the Plan which would materially increase the benefits accruing to
participants under the Plan.
(b) Effect of Amendment or Termination. The amendment or termination
of the Plan shall not change in any way the rights and obligations under
any Option which was granted to an Optionee prior to such amendment or
termination, unless the Optionee shall have consented to such change in
writing.
13. Conditions Upon Issuance of Shares. No Options granted hereunder
may be exercised and no Shares issuable upon exercise of such Options may
be transferred unless and until the Board determines that such
exercise/transfer will be made in compliance with all applicable laws,
rules and regulations, including, without limitation, applicable
securities laws, rules and regulations and the rules and regulations of
any securities exchange or automated transaction reporting system on which
the securities of the Company are listed or admitted to trading. The
Company does not have any obligation to take any action to register or
qualify Shares pursuant to applicable securities laws or to perfect an
exemption from such registration/qualification requirements. As a
condition to the exercise of an Option, the Company may require the person
exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by
any of the aforementioned relevant provisions of law.
14. Reservation of Shares. The Company, during the term of the Plan
and each Option, will at all times reserve and keep available such number
of Shares as shall be sufficient to satisfy the requirements of the Plan
and such Options. The inability of the Company to obtain authority from
any regulatory body having jurisdiction, which authority is deemed by the
Company's counsel to be necessary to the lawful issuance and sale of any
Shares hereunder, shall relieve the Company of any liability in respect of
the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.
15. Option Agreement. Options shall be evidenced by written option
agreements in such form as the Board shall approve, and shall contain, in
the case of Incentive Stock Options, such provisions as shall be necessary
for the Options to which such option agreements relate to qualify as to
Incentive Stock Options.
16. Stockholder Approval. If the Plan is adopted by action of the
Board of Directors prior to approval by the Company's stockholders,
continuance of the Plan shall be subject to approval of the Plan by the
stockholders of the Company within 12 months after the date on which the
Plan is so adopted. With respect to any amendment of the Plan requiring
approval of the Company's stockholders, such approval shall be obtained
within 12 months before or after the date such amendment is adopted;
provided, that if the Company has a class of equity security registered
under Section 12 of the Exchange Act at the time of such amendment, such
amendment shall not become effective until such approval has been
obtained. If, after the Plan has been adopted, the Company registers any
class of any equity security pursuant to Section 12 of the Exchange Act,
the Plan and all amendments thereto since the Plan's adoption shall be
submitted to the stockholders of the Company for their approval. Such
approval shall be obtained at or prior to the first annual meeting of
stockholders held subsequent to the first such registration of securities.
Such approval of the stockholders, and their approval of any subsequent
amendment to the Plan requiring their approval, shall be solicited: (i)
substantially in accordance with Section 14(a) of the Exchange Act and the
rules and regulations promulgated thereunder; or (ii) after the Company
has furnished in writing to the stockholders entitled to vote
substantially the same information concerning the Plan as that which would
be required by the rules and regulations then in effect under Section
14(a).
EXHIBIT 4.2
BENCHMARQ MICROELECTRONICS, INC.
1995 FLEXIBLE STOCK OPTION PLAN
(Amended and Restated as of March 11, 1997)
I
Purpose of Plan; Administration
-------------------------------
1.1 Purpose. The purpose of the BENCHMARQ Microelectronics, Inc. 1995
Flexible Stock Option Plan (the "Plan") is to strengthen BENCHMARQ
Microelectronics, Inc. (the "Company") by providing a means of retaining
and attracting competent personnel by extending to participating officers,
employees, directors and consultants (as defined in Section 1.3) of the
Company, or of a Parent or Subsidiary (as defined herein) of the Company,
added long-term incentives for high levels of performance and for unusual
efforts designed to improve the financial performance of the Company. It is
intended that this purpose be achieved through the opportunity for ownership
of shares of the common stock, par value $.001 per share, of the Company
(the "Stock") and the benefits of stock appreciation offered under the Plan.
It is further intended that pursuant to this Plan the Committee (as defined
in Section 1.2) may grant either incentive stock options as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
or nonqualified stock options. As used herein, the term "Parent" will be
deemed to have the meaning set forth in Section 424(e) of the Code and the
term "Subsidiary" will be deemed to have the meaning set forth in Section
424(f) of the Code.
1.2 Administration. The Plan shall be administered by the Compensation
Committee (the "Committee") established by the Board of Directors of the
Company (the "Board"). Such Committee shall be comprised of two (2) or more
directors, each of whom shall be "non-employee directors," as defined in
Rule 16b-3, promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Subject to the express provisions of the
Plan, the Committee shall have the authority to construe and interpret the
Plan, to define the terms used in the Plan, to prescribe, amend and rescind
rules and regulations relating to the administration of the Plan, to
determine the duration and purposes of leaves of absence which may be
granted to participants without constituting a termination of their
employment or other service for purposes of the Plan to amend or modify any
outstanding option (with the consent of the Optionee (as defined
herein)), to accelerate or defer the exercise date of any outstanding option
(with the consent of the Optionee), and to make all other determinations
necessary or advisable for the administration of the Plan. The
determinations of the Committee on all matters referred to in this Plan
shall be conclusive. No member of the Committee shall be liable for any
action, failure to act, determination or interpretation made in good faith
with respect to the Plan or any transaction under the Plan. Subject to the
express provisions of the Plan, the Committee shall determinefrom the
eligible class those individuals to whom incentive stock options
or nonqualified stock options under the Plan shall be granted (the
"Optionees"), the terms and provisions (which need not be identical) of the
respective agreements (the "Option Agreements") evidencing such options, the
time at which options shall be granted, and the number of shares of Stock
subject to each option.
1.3 Participation. Officers, employees, directors and consultants of
the Company or any Parent or Subsidiary of the Company shall be eligible
for selection to participate in the Plan upon approval by the Committee;
provided, however, that only those individuals who are employed by the
Company or a Parent or Subsidiary of the Company shall be eligible to
receive incentive stock options. For purposes of the Plan, the term
"consultant" shall mean any person or entity who or which is engaged by the
Company or a Parent or Subsidiary of the Company to render consulting
services and is compensated for such consulting services.
1.4 Stock Subject to the Plan. Subject to adjustment as provided in
Section 3.1 hereof, the shares to be offered under the Plan shall be
treasury shares or shares of the Company's authorized but unissued Stock.
The aggregate number ofshares of Stock to be issued upon exercise of all
options granted under the Plan shall not exceed 1,247,576 shares (after
giving effect to all exercises of options prior to March 11, 1997), subject
to adjustment as set forth in Sections 3.1 hereof. The aggregate number of
shares of Stock to be issued to any individual within any calendar year
shall not exceed 100,000 shares. If any option granted hereunder shall
lapse or terminate for any reason without having been fully exercised, the
shares subject thereto shall again be available for purposes of the Plan.
1.5 Restrictions on Exercise. No options granted hereunder may be
exercised and no shares of Stock issuable upon exercise of such options may
be transferred unless and until the Committee determines that such
exercise/transfer will bemade in compliance with all applicable laws, rules
and regulations, including, without limitation, applicable securities laws,
rules and regulations and the rules and regulations of any securities
exchange or automated transaction reporting system on which the securities
of the Company are listed or admitted to trading. The Company does not have
any obligation to take any action to register or qualify shares of Stock
pursuant to applicable securities laws or to perfect an exemption from such
registration/qualification requirements. As acondition to the exercise of
an option, the Company may require the person exercising such option to
represent and warrant at the time of any such exercise that the shares of
Stock are being purchased only for investment and without any present
intention to sell or distribute such shares of Stock if, in the opinion of
counsel for the Company, such a representation is required by any of
theafore mentioned relevant provisions of law.
II
Stock Options
2.1 Grant and Option Price. The Committee may grant one or more options
to any eligible individual. Options granted under the Plan shall be
granted within ten (10) years from the earlier of the date the Plan is
adopted by the Board or approved by the stockholders of the Company, and
such options may be intended toqualify as Incentive Stock Options (as
hereinafter defined), or the Committee may in its discretion grant
nonqualified stock options under the Plan. All options shall be subject to
the terms and conditions set forth in the Plan and such other terms and
conditions established by the Committee as are not inconsistent with the
purposes and provisions of the Plan. Except as otherwise provided herein,
the purchase price of the Stock covered by each option shall be determined
by the Committee and set forth in the Option Agreement, but as to Stock
covered by an Incentive Stock Option the purchase price shall not be less
than 100% of the Fair Market Value (as such term is defined in this Section
2.1) of such Stock on the date of the grant of the option. Notwithstanding
the foregoing, the purchase price of Stock covered by an Incentive Stock
Option granted to any individual who owns or is deemed to own more than 10%
of the total combined voting power and value of all classes of stock of the
Company, its Parent, if any, or a Subsidiary, shall not be less than 110% of
the Fair Market Value (as such term is defined in this Section 2.1) of such
Stock on the date of the grant of the option. For purposes of the Plan, the
term "Fair Market Value" on any date shall mean (i) if the Stock is
listed or admitted to trade on a national securities exchange, the closing
price of the Stock on the Composite Tape, as published in the Wall Street
Journal, of the principal national securities exchange on which the Stock is
so listed or admitted to trade, on such date or, if there is no trading of
the Stock on such date, then the closing price of the Stock as quoted on
such Composite Tape on the next preceding date on which there was trading
in such shares; (ii) if the Stock is not listed or admitted to trade or a
national securities exchange, then the closing price of the Stock as quoted
on the National Market System of the National Association of Securities
Dealers, Inc. ("NASD"); (iii) if the Stock is not listed or admitted to
trade on a national securities exchange or the National Market System of the
NASD, the mean between the bid and asked price for the Stock on such date,
as furnished by the NASD through NASDAQ or a similar organization if NASDAQ
is no longer reporting such information; or (iv) if the Stock is not listed
or admitted to trade on a national securities exchange or the National
Market System of the NASD and if bid and asked prices for the Stock are not
so furnished by the NASD or a similar organization, the values established
by the Committee for purposes of granting options under the Plan. In
addition to the above rules, Fair Market Value shall be determined
without regard to any restriction other than a restriction which, by its
terms, will never lapse.
2.2 Stock Option Agreement. Subject to the provisions of Section 1.2
hereof, each option granted pursuant to the Plan shall be evidenced by a
Stock Option Agreement in substantially the form of Exhibit "A" or "B"
attached hereto and incorporated fully herein by reference (each, an "Option
Agreement"). Exhibit "A" shall be used whenever such option is intended to
be an "incentive stock option" within the meaning of Section 422 of the Code
("Incentive Stock Option"). Exhibit "B" shall be used whenever such option
is intended to be a nonqualified stock option, as determined in the sole and
absolute discretion ofthe Committee.
2.3 Option Period. Except as otherwise provided herein, each option and
all rights or obligations thereunder shall expire on such date as the
Committee shall determine (the "Expiration Date"), but not later than the
tenth anniversary of the date on which the option is granted, and shall be
subject to earlier termination as hereinafter provided. Notwithstanding the
foregoing, the Expiration Date of an Incentive Stock Option granted to any
individual who owns or is deemed to own more than 10% of the total combined
voting power and value of all classes of stock of the Company, its Parent,
if any, or a Subsidiary, shall be a date which is not later than the fifth
anniversary of the date on which the option is granted, and shall be subject
to earlier termination as hereinafter provided.
2.4 Terms of Options. Each option granted under this Plan by
its terms shall require the officer, employee, director or consultant
granted such option to remain in the continuous employ or service of the
Company or of a Parent or Subsidiary of the Company for such period of time,
if any, from the date of grant of such option before the right to exercise
any part of the option will accrue as the Committee may determine at the
time of granting such option.
2.5 Exercise of Options. Each option shall become exercisable
and the total number of shares of Stock subject thereto shall be as the
Committee shall determine, as set forth in the Option Agreement evidencing
such option. The purchase price of the Stock purchased upon exercise of an
option shall be paid in full in cash or by check at the time of each
exercise of an option or by such other consideration as may be provided for
in the Option Agreement by the Committee; provided, however, that if the
Option Agreement so provides and upon receipt of all regulatory approvals,
the person exercising the option may deliver, in payment of a portion or all
of the purchase price, shares of Stock, including a multiple series of
exchanges of such Stock, which shall be valued at the Fair Market Value of
such Stock on the date of exercise of the option. No options shall be
exercisable except in respect of whole shares of Stock.
2.6 Nontransferability of Options. An option granted under the Plan
shall, by its terms, be nontransferable by the Optionee other than by will
or by the laws of descent and distribution, and shall be exercisable during
the Optionee's lifetime only by the Optionee or by the Optionee's duly
appointed guardian or personal representative.
2.7 Termination of Relationship.
(a) If the employment or other service of the Optionee is terminated
for any reason other than (i) Disability (as hereinafter defined) of the
Optionee, or (ii) death of the Optionee, an option (to the extent
otherwise exercisable on the date of such termination) shall be
exercisable by the Optionee at any time prior to the Expiration Date of
the option or within thirty (30) days after the date of such termination
of employment or other service, whichever is the shorter period.
(b) If the Optionee's employment or other service is terminated by
reason of the Optionee's Disability, an option (to the extent otherwise
exercisable on the date of the Optionee's termination of employment or
other service by reason of Disability) shall be exercisable by the
Optionee at any time prior to the Expiration Date of the option or within
twelve (12) months after the date of such termination, whichever is the
shorter period. As used herein, the term "Disability" shall mean the
inability to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months. The determination
of whether or not an Optionee's employment or service is terminated by
reason of Disability shall be in the sole and absolute discretion of the
Committee. An individual shall not be considered Disabled unless he
furnishes proof of the existence thereof in such form and manner, and at
such times, as the Committee may require.
(c) If an Optionee dies while in the employ or other service of the
Company or of a Parent of Subsidiary of the Company, the option shall be
exercisable (to the extent otherwise exercisable on the date of the death
of such Optionee) by the person or persons entitled to do so under the
Optionee's will, or, if the Optionee shall fail to make testamentary
disposition of said option or shall die intestate, by the Optionee's legal
representative or representatives, at any time prior to the Expiration
Date of the option or within twelve (12) months after the date of such
death, whichever is the shorter period.
(d) If an Optionee dies within thirty (30) days after his
termination of employment or other service, or within the twelve-month
period described in subsection (b) above, an option shall be exercisable
(to the extent otherwise exercisable on the date of such termination) by
the person or persons entitled to do so under the Optionee's will, or, if
the Optionee shall fail to make testamentary disposition of said option or
shall die intestate, by the Optionee's legal representative or
representatives, at any time prior to the Expiration Date of the option or
within three (3) months after the date of death, whichever is the shorter
period.
2.8 Issuance of Stock Certificates. Upon exercise of an option, but
subject to the provisions of Section 3.6 of this Plan, the person
exercising the option shall be entitled to one (1) stock certificate
evidencing the shares of Stock acquired upon such exercise; provided,
however, that any person who tenders shares of Stock in payment of a portion
or all of the purchase price of Stock purchased upon exercise of the option
shall be entitled to receive a separate certificate representing the number
of shares purchased in consideration of the tender of such Stock.
2.9 Limitation on Grant of Incentive Stock Options. The aggregate Fair
Market Value (determined at the time the option is granted) of the Stock
with respect to which Incentive Stock Options are exercisable for the first
time byan Optionee during any calendar year (under all such plans of the
individual's employer and its Parent or Subsidiary) shall not exceed
$100,000. In the event the limits of this Section 2.9 would otherwise be
exceeded, the Optionee may still exercise his option, but such option, to
the extent of such excess, shallbe deemed to be a nonqualified stock
option.
2.10 Other Limitations. The Board shall impose any other limitations on
the terms and conditions of Incentive Stock Options granted under the Plan
required in order that such options qualify as Incentive Stock Options as
that term is defined in Section 422 of the Code.
2.11 "Stand-Off" Agreement. By exercising an option granted under the
Plan, each Optionee will be deemed to have agreed for a period of time (not
to exceed 90 days, but up to 270 days if approved by a majority of the
Board) from the effective date of any registration (other than a
registration effected solely to implement an employee benefit plan or a
transaction to which Rule 145 promulgated under the Securities Act of 1933,
as amended (the "Act"), is applicable) of securities of the Company (upon
request of the Company or of the underwriters managing any underwritten
offering of the Company's securities) not to sell, make any short sale of,
loan, grant any option for the purchase of, or otherwise dispose of any
shares of Stock received upon exercise of an option orany shares of Stock
covered by an option granted under the Plan, other than shares of Stock
included in the registration, without the prior written consent of the
Company or such underwriters, as the case may be.
2.12 Vesting and Exercise of Vested Options. Each option granted
pursuant to the Plan may only be exercised to the extent that the Optionee
is vested in such option. Each option shall vest separately in accordance
with the option vesting schedule determined by the Committee, which will be
incorporated into the Option Agreement entered into between the Company and
such Optionee. The option vesting schedule may be accelerated if, in the
sole discretion of the Committee, the acceleration of the option vesting
schedule would be in the best interests of the Company.
III
Oher Provisions
3.1 Adjustments Upon Changes in Capitalization or Merger. Subject to
any required action by the stockholders of the Company, the number of
shares of Stock covered by each outstanding option, and the aggregate number
of shares of Stock which have been authorized for issuance under the Plan,
as well as the exercise price per share of Stock covered by each such
outstanding option, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Stock resulting from a stock
split or the payment of a stock dividend with respect to the Stock or any
other increase or decrease in the number of issued shares of Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration". Such adjustment
shall be made by the Board, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided herein,
noissuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and
no adjustment by reason thereof shall be made with respect to, the number or
price of shares of Stock subject to an option.
In the event of the dissolution or liquidation of the Company, each
Option shall terminate as of a date to be fixed by the Committee; provided,
however, that not less than thirty (30) days' written notice of the date so
fixed shall be given to each Optionee. During such period each option which
has not previously been terminated, exercised or cancelled will fully vest
and become exercisable (subject to the expiration of the term of such
option), notwithstanding the vesting schedule set forth in the Option
Agreement evidencing the grant of such option or any performance based
restriction. Upon the date fixed by the Committee, any unexercised option
shall terminate and be of no further effect.
If a Corporate Transaction (as hereinafter defined) is consummated
and immediately following the consummation of such Corporate Transaction the
persons who were holders of shares of Stock immediately prior to the
consummation of such Corporate Transaction do not receive any securities or
other property ("Corporate Transaction Consideration") as a result of
such Corporate Transaction and continue to hold solely the shares of Stock
held by them immediately prior to the consummation of such Corporate
Transaction, the options will remain outstanding and will continue in full
force and effect (without any modification) following the consummation of
such Corporate Transaction.
If a Corporate Transaction is consummated and immediately following
the consummation of such Corporate Transaction the persons who were holders
of shares of Stock immediately prior to the consummation of such
Corporate Transaction do receive Corporate Transaction Consideration as a
result of such Corporate Transaction or do not continue to hold solely the
shares of Stock held by them immediately prior to the consummation of such
Corporate Transaction, the terms and conditions of the options will be
modified as follows:
(i) If the documentation pursuant to which a Corporate Transaction
will be consummated provides for the assumption by the entity issuing
Corporate Transaction Consideration to the persons who were the holders of
shares of Stock immediately prior to the consummation of such Corporate
Transaction of the options granted pursuant to the Plan without any
modification or amendment (other than Permitted Modifications (as
hereinafter defined)), such options will remain outstanding and will
continue in full force and effect, subject to the Permitted Modifications,
following the consummation of such Corporate Transaction.
(ii) If the documentation pursuant to which a Corporate Transaction
will be consummated does not provide for the assumption by the entity
issuing Corporate Transaction Consideration to the persons who were the
holders of shares of Stock immediately prior to the consummation of such
Corporate Transaction of the options granted pursuant to the Plan without
any modification or amendment (other than Permitted Modifications), all
vesting restrictions (performance based or otherwise) will accelerate and
the holders of such options may (subject to the expiration of the term of
such options) exercise such options without regard to such vesting
restrictions during the ten (10) day period immediately preceding the
consummation of such Corporate Transaction. For purposes of the
immediately preceding sentence, all performance based goals will be deemed
to have been satisfied in full. The Company will provide each Optionee
with reasonable notice of the termination of such vesting restrictions and
the impending termination of such options. Upon the consummation of such a
Corporate Transaction, all unexercised options will automatically
terminate and cease to be outstanding. As used herein, the term "Corporate
Transaction" will be deemed to mean any sale of all or substantially all of
the assets of the Company or the merger of the Company with or into another
corporation. As used herein, the term "Permitted Modifications" will be
deemed to mean any modification of an option which is made in connection
with a Corporate Transaction and which provides that subsequent to the
consummation of the Corporate Transaction (i) the exercise price of such
option will be proportionately adjusted to reflect the exchange ratio
applicable to the particular Corporate Transaction and/or (ii) the
nature and amount of consideration to be received upon exercise of the
option will be the same (on a per share basis) as was received by persons
who were holders ofshares of Stock immediately prior to the consummation of
the Corporate Transaction.
Notwithstanding the foregoing, in the event of the consummation of a
Corporate Transaction in which a Change in Control (as hereinafter defined)
occurs, all vesting restrictions (performance based or otherwise)
applicable to options will accelerate and the holders of such options may
(subject to the expiration of the term of such options) exercise such
options without regard to such vesting restrictions. For purposes of the
immediately preceding sentence, all performance based goals will be deemed
to have been satisfied in full. As used herein, the term "Change in
Control" will be deemed to mean (i) a merger of the Company with or into
another corporation is consummated, other than a merger that would result in
the holders of voting securities of the Company outstanding immediately
prior thereto owning (directly or indirectly) not less than fifty percent
(50%) of the combined voting power of the voting securities of the surviving
or resulting entity outstanding immediately after such merger or (ii) an
agreement for the sale or other disposition of all or substantially all of
the Company's assets (evaluated on a consolidated basis, without regard to
whether the sale or disposition is effected via a sale or disposition
of assets of the Company, the sale or disposition of the securities of one
or more Subsidiaries of the Company or the sale or disposition of the assets
of one or more Subsidiaries of the Company) is consummated.
3.2 Continuation of Employment. Nothing contained in the Plan (or in
any option granted pursuant to the Plan) shall confer upon any Optionee any
right to continue in the employ or other service of the Company or any
Parent or Subsidiary or constitute any contract or agreement of employment
or interfere in any way with the right of the Company or any Parent or
Subsidiary to reduce any person's compensation from the rate in existence at
the time of the granting of an option or to terminate such person's
employment or other service. Nothing contained herein or in any Option
Agreement shall affect any other contractual rights of an employee.
3.3 Withholding. The Company or the Parent or any Subsidiary of the
Company shall have the right to deduct any sums that the Committee
reasonably determines that federal, state or local tax law requires to be
withheld with respect to the exercise of any option or as otherwise may be
required by those laws. The Company or the Parent or any Subsidiary of the
Company may require as a condition to issuing shares of Stock upon exercise
of an option that the Optionee or other person exercising the option pay any
sums that federal, state or local tax law requires to be withheld with
respect to the exercise. Neither the Company nor the Parent or any
Subsidiary of the Company shall be obligated to advise any Optionee of the
existence of the tax or the amount which the employer corporation will be so
required to withhold. Upon the exercise of a nonqualified stock option, if
tax withholding is required, an Optionee may, with the consent of the
Committee, have shares of Stock withheld ("Share Withholding") by the
Company from the shares of Stock otherwise to be received; provided, that if
the Optionee is subject to the provisions of Section 16 under the Exchange
Act, no Share Withholding shall be permitted unless such transaction
complies with the requirements of Rule 16b-3 promulgated under the Exchange
Act. The number of shares so withheld should have an aggregate Fair Market
Value on the date of exercise sufficient to satisfy the applicable withholding
taxes.
3.4 Amendment and Termination. The Board may at any time suspend or
terminate the Plan and may, with the consent of the holder of an option,
make such modifications of the terms and conditions of such holder's option
as it shall deem advisable. No option may be granted during any suspension
of the Plan or after such termination. The amendment, suspension or
termination of the Plan shall not, without the consent of the Optionee,
alter or impair any rights or obligations under any option theretofore
granted under the Plan. The Board may at any time amend the Plan as it
shall deem advisable without further action on the part of the stockholders
of the Company; provided, that the Board may not amend any provision of the
Plan relating to the amount and price of Stock subject to the option granted
hereunder or the timing of grants hereunder more than once every six (6)
months, other than to comport with changes in the Code, the Employee
Retirement Income Security Act, or the rules thereunder; and provided
further, that any amendment to the Plan must be approved by the
stockholders of the Company, if the amendment would (i) increasethe
aggregate number of shares of Stock which may be issued pursuant to
options granted under the Plan; (ii) change the minimum option price; (iii)
increase the maximum terms of options provided for herein; (iv) materially
modify the requirements as to eligibility for participation in the Plan; (v)
remove the administration of the Plan from the Committee; or (vi)
materially increase the benefits accruing to holders of options under the
Plan. Notwithstanding the above, the Committee may grant to an Optionee,
if he is otherwise eligible, additional options or, with the consent of the
Optionee, may grant a new option in lieu of an outstanding option, at a
price and for a term which in any respect is greater or less than that of
the earlier option, subject to the general limitations of Article II hereof.
3.5 Time of Grant and Exercise. The granting of an option pursuant to
the Plan shall take place at the time of the Committee's action, as
described in Section 2.1 hereof; provided, however, that if the appropriate
resolutions of the Committee indicate that an option is to be granted as of
and at some future date, the date of grant shall be such future date. In
the event action by the Committee is taken by written consent of its
members, the action by the Committee shall be deemed to have been taken at
the time the last member required for a valid action of the Committee signs
the consent. An option shall be deemed to be exercised when the Secretary
of the Company receives written notice of such exercise from the person
entitled to exercise the option together with payment of the purchase price
made in accordance with Section 2.5 of this Plan.
3.6 Privileges of Stock Ownership; Non-Distributive Intent. The holder
of an option shall not be entitled to the privileges of ownership as to any
shares of Stock not actually issued and delivered to the holder. Upon
exercise of an option for Stock at a time when there is not in effect under
the Act a registration statement relating to the shares of Stock issuable
upon exercise thereof or not available for delivery a prospectus, the holder
of the option shall represent and warrant in writing to the Company that,
inter alia, the shares of Stock purchased are being acquired for investment
and not with a view to the resale or distribution thereof. No shares of
Stock shall be issued upon the exercise of any option unless and until there
shall have been compliance with any then applicable requirements of the
Securities and Exchange Commission (the "Commission"), other regulatory
agencies having jurisdiction and any exchanges or automated quotation
systems upon which securities subject to the option may be listed or
admitted to trading.
3.7 Effective Date of the Plan. The Plan shall be effective upon
approval by the affirmative vote of the holders of a majority of the
outstanding shares of Stock present and entitled to vote at a meeting duly
held or by the written consent of the holders of a majority of the shares of
Stock entitled to vote.
3.8 Expiration. Unless previously terminated by the Board, the Plan
shall expire at the close of business on the date which is the last day of
the ten (10) year period beginning on the date on which the stockholders
approve the Plan, and no option shall be granted under it thereafter, but
such expiration shall not affect any option theretofore granted.
3.9 Governing Law. The Plan and the options issued hereunder shall be
governed by, and construed and enforced in accordance with, the laws of
the State of Delaware applicable to contracts made and performed within that
State.
3.10 No Liability for Good Faith Determinations. Neither the
members of the Board nor any member of the Committee shall be liable for
any act, omission or determination taken or made in good faith with respect
to the Plan or any option granted under it.
3.11 Execution of Receipts and Releases. Any payment or any issuance or
transfer of shares of Stock to the Optionee, or to his legal
representative, heir, legatee or distributee, in accordance with the
provisions hereof, shall, to the extent thereof, be in full satisfaction of
all claims of such persons hereunder. The Board may require any Optionee,
legal representative, heir, legatee or distributee, as a condition precedent
to such payment, to execute a release and receipt therefor in such form as
it shall determine.
3.12 Company Records. Records of the Company or any Parent or Subsidiary
of the Company regarding the Optionee's period of employment or other
service, termination of employment or other service and the reason therefor,
leaves of absence, re-employment and other matters shall be conclusive for
all purposes hereunder, unless determined by the Board to be incorrect.
3.13 Information. The Company or any Parent or Subsidiary of the Company
shall, upon request or as may be specifically required hereunder, furnish
or cause to be furnished all of the information or documentation which is
necessary or required by the Board or the Committee to perform its duties
and functions under the Plan.
3.14 No Liability of Company. The Company assumes no obligation or
responsibility to the Optionee or his personal representatives, heirs,
legatees or distributees for any act of, or failure to act on the part of,
the Board or the Committee.
3.15 Company Action. Any action required of the Company shall be by
resolution of its Board or by a person authorized to act by Board
resolution.
3.16 Severability. In the event any provision of this Plan shall be held
to be illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining provisions hereof, but shall be fully severable and
the Plan shall be construed and enforced as if the illegal or invalid
provision had never been included herein.
3.17 Notice. Whenever any notice is required or permitted hereunder,
such notice must be in writing and personally delivered or sent by mail.
Except as otherwise provided in Section 3.5 of this Plan, any notice
required or permitted to be delivered hereunder shall be deemed to be
delivered on the date on whichit is personally delivered or, whether
actually received or not, on the third (3rd) business day after it is
deposited in the United States mail, certified or registered, postage
pre-paid, addressed to the person who is to receive it atthe address which
such person has theretofore specified by written notice delivered in
accordance herewith. The Company or an Optionee may change, at any time and
from time to time, by written notice to the other, the address which itor
he had theretofore specified for receiving notices. Until it is changed
in accordance herewith, the Company and each Optionee shall specify as its
and his address for receiving notices the address set forth in the Option
Agreement pertaining to the shares to which such notice relates.
3.18 Waiver of Notices. Any person entitled to notice hereunder may
waive such notice.
3.19 Successors. The Plan shall be binding upon the Optionee, his
heirs, legatees and legal representatives, upon the Company, its successors
and assigns and upon the Board and its successors.
3.20 Headings. The titles and headings of sections and paragraphs are
included for convenience of reference only and are not to be considered
in construction of the provisions hereof.
3.21 Word Usage. Words used in the masculine shall apply to the feminine
where applicable and, wherever the context of this Plan dictates, the
plural shall be read as the singular and the singular as the plural.
December 1, 1998
Unitrode Corporation
7 Continental Boulevard
Merrimack, New Hampshire 03054
Re: Registration Statement on Form S-8
BENCHMARQ Microelectronics, Inc. 1989
Stock Option Plan
BENCHMARQ Microelectronics, Inc. 1995
Flexible Stock Option Plan
Ladies and Gentlemen:
We have served as Maryland counsel to Unitrode Corporation, a
Maryland corporation (the "Company"), in connection with certain matters of
Maryland law arising out of the registration of 1,428,618 shares (the
"Shares") of common stock par value $.01 per share of the Company ("Common
Stock"), covered by the above-referenced Registration Statement (the
"Registration Statement"), under the Securities Act of 1933, as amended
(the "1933 Act"). The Shares are to be issued by the Company pursuant to
the BENCHMARQ Microelectronics, Inc. 1989 Stock Option Plan and the
BENCHMARQ Microelectronics, Inc. 1995 Flexible Stock Option Plan
(collectively, the "Plans"). Outstanding options under the Plans were
assumed by the Company pursuant to an Agreement and Plan of Merger, dated
as of March 2, 1998, among the Company, Merrimack Corporation and BENCHMARQ
Microelectronics, Inc. Capitalized terms used but not defined herein shall
have the meanings given to them in the Registration Statement.
In connection with our representation of the Company, and as a
basis for the opinion hereinafter set forth, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the
following documents (hereinafter collectively referred to as the
"Documents"):
1. The Registration Statement, and all amendments thereto,
filed with the Securities and Exchange Commission (the "Commission"),
pursuant to the Securities Act of 1933, as amended (the "1933 Act");
2. The Charter of the Company (the "Charter"), certified as of
a recent date by the State Department of Assessments and Taxation of
Maryland (the "SDAT");
3. The Bylaws of the Company, certified as of the date hereof
by its Secretary;
4. Resolutions adopted by the Board of Directors of the Company
relating to the issuance and registration of the Shares, certified as of
the date hereof by the Secretary of the Company;
5. The Plans;
6. A certificate of the SDAT as to the good standing of the
Company, dated as of a recent date;
7. A certificate executed by the Secretary of the Company,
dated the date hereof; and
8. Such other documents and matters as we have deemed necessary
or appropriate to express the opinion set forth in this letter, subject to
the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and
so far as is known to us there are no facts inconsistent with, the
following:
1. Each individual executing any of the Documents, whether on
behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of
a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any
of the Documents has duly and validly executed and delivered each of the
Documents to which such party is a signatory, and such party's obligations
set forth therein are legal, valid and binding and are enforceable in
accordance with all stated terms.
4. Any Documents submitted to us as originals are authentic.
The form and content of the Documents submitted to us as unexecuted drafts
do not differ in any respect relevant to this opinion from the form and
content of such Documents as executed and delivered. Any Documents
submitted to us as certified or photostatic copies conform to the original
documents. All signatures on all such Documents are genuine. All public
records reviewed or relied upon by us or on our behalf are true and
complete. All statements and information contained in the Documents are
true and complete. There has been no oral or written modification of or
amendment to any of the Documents, and there has been no waiver of any
provision of any of the Documents, by action or omission of the parties or
otherwise.
The phrase "known to us" is limited to the actual knowledge,
without independent inquiry, of the lawyers at our firm who have performed
legal services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing
under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.
2. The Shares have been duly authorized for issuance pursuant
to the Plans and, when and if issued and delivered against payment therefor
and otherwise in the manner described in the Resolutions and the Plans,
will be (assuming that upon any such issuance the total number of shares of
Common Stock issued and outstanding will not exceed the total number of
shares of Common Stock that the Company is then authorized to issue under
the Charter) validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the
State of Maryland and we do not express any opinion herein concerning any
other law. We express no opinion as to compliance with any federal or
state securities laws, including the securities laws of the State of
Maryland. We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become aware of any
fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the
Commission as an exhibit to the Registration Statement and, accordingly,
may not be relied upon by, quoted in any manner to, or delivered to any
other person or entity without, in each instance, our prior written
consent.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of the name of our firm therein.
In giving this consent, we do not admit that we are within the category of
persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Unitrode Corporation on Form S-8 of our report dated March 2,
1998, except for Note P, as to which the date is April 7, 1998, on our
audits of the consolidated financial statements and financial statement
schedule of Unitrode Corporation and Consolidated Subsidiaries as of
January 31, 1998 and 1997, and for each of the three years in the period
ended January 31, 1998, which report is included in the Annual Report on
Form 10-K of Unitrode Corporation for the year ended January 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 1, 1998
