Exhibit 4.f.2
CONFIDENTIAL
AMENDMENT TO
NOVANET SEMICONDUCTOR LTD.
EMPLOYEE SHARES OPTION PLAN
This Amendment to the Novanet Semiconductor Ltd. Employee Shares
Option Plan, as amended, (the "Plan") is adopted as of July [ ], 2000 by the
Board of Directors (the "Board") of Novanet Semiconductor Ltd., a corporation
incorporated under the laws of the State of Israel (the "Company").
RECITALS
WHEREAS, the Company will become a subsidiary of Conexant Systems,
Inc. ("Conexant") upon the acquisition by Conexant of all of the outstanding
shares and stock options of the Company pursuant to a Share and Option Sale and
Purchase Agreement dated as of [July ], 2000 (the "Agreement") by and among
Conexant, the Company, Novacom Technologies Ltd., Ericsson Microelectronics AB
(formerly known as Ericsson Components AB) and C. Mer Industries Ltd.; and
WHEREAS, pursuant to Section 3.2.5 of the Plan, the Board may amend
the Plan from time to time;
NOW THEREFORE, BE IT RESOLVED, that the Plan be amended as follows:
1. Section 1 of the Plan is amended by adding the following:
"(A) "Agreement" means the Agreement, together with each of the
exhibits and schedules thereto, for the acquisition by Conexant
of all the outstanding shares and options of the Company pursuant
to a Share and Option Sale and Purchase Agreement dated as of
[July ], 2000 by and among Conexant, the Company, Novacom
Technologies Ltd., Ericsson Microelectronics AB (formerly known
as Ericsson Components AB) and C. Mer Industries Ltd.
(B) "Conexant" means Conexant Systems, Inc., a Delaware
Corporation, and parent of the Company.
(C) "Closing" means the closing of the purchase and sale of the
all of the outstanding shares and stock options of the Company by
Conexant as contemplated under the Agreement."
Current Section 1(P) is deleted in its entirety and Sections 1(A) through 1(S)
are redesignated Sections 1(D) through 1(U) accordingly.
2. Section 1(I) of the Plan (as hereinabove redesignated) is amended
by adding the following to the end thereof:
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"provided, however, that effective immediately after the Closing,
references to Shares shall be to the shares of common stock of
Conexant, having a par value of U.S.$1 per share."
3. Section 1(N) of the Plan (as hereinabove redesignated) is amended
to change the reference therein to "Section 7.2" to "Section 7.3".
4. Section 1(O) of the Plan (as hereinabove redesignated) is amended
to change the reference therein to "Sections 7.3 and 7.4" to "Sections 7.4 and
7.5".
5. Section 1(Q) of the Plan (as hereinabove redesignated) is amended
to change the reference therein to "Section 7.5" to "Section 7.6".
6. Section 1(U) of the Plan (as hereinabove redesignated) is amended
and restated in its entirety as follows:
"(U) "Trustee" - the trustee designated by the Company or
Conexant for the purposes of this Plan and approved of by
the Israeli Income Tax Commissioner, or any other trustee
the Company or Conexant may appoint, in their sole
discretion, in place of the approved trustee, provided that
such trustee shall be approved by the Israeli Income Tax
Commissioner."
7. Section 2.1 of the Plan is amended and restated in its entirety
as follows:
"2.1 Purpose - The purpose of the Plan is to advance the
interests of the Company and Conexant by affording to
selected employees, consultants and directors of the Company
an opportunity to acquire a proprietary interest in Conexant
or to increase their proprietary interest therein as
applicable, by the grant in favor of such employees,
consultants and directors of Options under the terms set
forth herein, and thus, to provide an additional incentive
to such employees, consultants and directors to be employed
by and provide services to, and remain employed by and
providing services to the Company, to encourage the sense of
proprietorship of such employees, consultants and directors
and to stimulate the active interest of such employees,
consultants and directors in the success of the Company and
Conexant."
8. Effective as of the date hereof, Section 2.2 is amended to add
the following to the end thereof:
"Notwithstanding any other provision of this Plan to the
contrary, the Plan may also govern Options granted to certain
employees, consultants and directors of the Company pursuant to
Section 3(9) of the Ordinance or pursuant to any other
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arrangement as may be determined by the Board or a committee
appointed by the Board."
9. Section 3.1 of the Plan is amended and restated in its entirety
as follows:
"3.1 The Plan shall be administered by the Board of Directors of
Conexant or by Conexant's Compensation and Management
Development Committee or by any other committee appointed by
the Board of Directors of Conexant. The term "Board"
whenever used herein shall mean the Board of Directors of
Conexant or such appointed committee, as applicable."
10. Section 3.2 of the Plan is amended to change the reference
therein to "the Board" to be "the Board of Directors of Conexant".
11. Section 3.4 of the Plan is amended to change the reference
therein to "the Board" to "the Board of Directors of Conexant" and the reference
therein to "the Company" to "Conexant".
12. Section 5 of the Plan is amended to change the reference therein
to "The Company" to "Conexant".
13. Effective as of the date hereof, Section 6.5 of the Plan is
amended to add the words "under Section 102 of the Ordinance" immediately
following the word "hereunder".
14. Effective as of the date hereof, Section 6.6 of the Plan is
amended to add the words "under Section 102 of the Ordinance" immediately
following the word "Option".
15. Section 6 of the Plan is amended to add the following to the end
thereof:
"6.7 Notwithstanding any other provision of this Plan to the
contrary, no additional grants may be made pursuant to the
Plan after the Closing."
16. Sections 7.2 through Section 7.6 of the Plan are hereby
redesignated as Sections 7.3 through Section 7.7, respectively. A new Section
7.2 is added to read in its entirety as follows:
"7.2 Options granted under the Plan may provide for the payment
of the Exercise Price, as determined by the Board of
Directors of Conexant, by delivery of (i) cash or a check
payable to the order of Conexant in an amount equal to the
Exercise Price of such Options, (ii) Shares owned by the
Grantee having a fair market value equal in amount to the
Exercise Price of the Options being exercised, or (iii) any
combination of (i) and (ii), provided, however, that payment
of the Exercise Price by delivery of Shares owned by such
Grantee may be made only if such payment does not result in
a charge to earnings for financial accounting purposes as
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determined by the Board of Directors of Conexant; provided,
further, that to the extent that the Exercise Price of an
Option is denominated in Israeli Shekels and is not
converted (with the consent of the Option holder) into U.S.
dollars, only payment by cash or check may be made. From and
after the Closing, the fair market value of any Shares which
may be delivered upon exercise of an Option shall be
determined by the closing price of Conexant common stock as
reported in the Nasdaq reporting system on the day the
Option is exercised, or if no sale of Conexant common stock
is reported for such date, the next preceding day for which
there is a reported sale."
17. Section 7.4 of the Plan (as hereinabove redesignated) is amended
and restated in its entirety as follows:
"7.4 Exercise Period
Subject to the provisions of Section 10.2 of the Plan (as
hereinbelow amended), each Vested Option shall be
exercisable for eight (8) years following the Date of Grant
of such Vested Option, provided, however, that in no event
may a Vested Option be exercised before the expiration of
thirty (30) days following the date on which a registration
statement filed with the U.S. Securities and Exchange
Commission and registering the shares issuable upon exercise
of the Vested Option has been declared effective."
18. Section 7.5 of the Plan (as hereinabove redesignated) is amended
and restated in its entirety as follows:
"7.5 Adjustment Provisions
a. In the event of any change in the outstanding Shares
by reason of a stock dividend or split,
recapitalization, reclassification, merger or
consolidation (whether or not Conexant is a surviving
corporation), reorganization, combination or exchange
of shares or other similar corporate changes or an
extraordinary dividend in cash, securities or other
property, the Board of Directors of Conexant shall make
or take such amendments to the Plan and outstanding
Options and Option Agreements and such adjustments and
actions hereunder and thereunder as it deems
appropriate, in its sole discretion, under the
circumstances, and its determination in that respect
shall be final and binding. Such amendments,
adjustments and actions may include, but are not
limited to, changes in the number of Shares (or other
securities) then remaining subject to the Plan, and the
maximum number of Shares that may be delivered to any
single Grantee pursuant to the Plan, including those
that are then covered by outstanding Options, so that
upon such adjustment, the number of Shares shall: (i)
in the event of an increase in the number of
outstanding Shares, be proportionately
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increased and the price for each Share then covered by
an outstanding Option shall be proportionately reduced;
and (ii) in the event of a reduction in the number of
outstanding Shares, be proportionately reduced and the
price for each Share then covered by an outstanding
Award shall be proportionately increased. No fractional
interests will be issued under the Plan resulting from
any adjustments.
b. The Board shall in its discretion make any further
adjustments as it deems necessary to ensure equitable
treatment of any Grantee as the result of any
transaction affecting the securities subject to the
Plan not described in subsection (a), or as is required
or authorized under the terms of any applicable Option
Agreement.
c. The existence of the Plan and the Options granted
hereunder shall not affect or restrict in any way the
right or power of the Board of Directors of Conexant or
the shareowners of Conexant to make or authorize any
adjustment, recapitalization, reorganization or other
change in its capital structure or its business, any
merger or consolidation of Conexant, any issue of
bonds, debentures, preferred or prior preference stock
or other securities ahead of or affecting the Shares or
the rights thereof, the dissolution or liquidation of
Conexant or any sale or transfer of all or any part of
its assets or business, or any other corporate act or
proceeding."
19. Section 7.6 of the Plan (as hereinabove redesignated) is amended
and restated in its entirety as follows:
"7.6 Vested Options granted in accordance with Section 102 of the
Ordinance may be exercised at one time or from time to time
during the Exercise Period, but only by the Trustee, after
the Trustee has received written instructions from the
Grantee, accompanied by full payment of the Exercise Price
such Vested Options then being exercised, by personal check
or cashier's check, payable to the order of the Company;
provided, however, that from and after the Closing, all such
checks shall be made payable to Conexant (such written
notices accompanied by the full payment are hereinafter
referred to as the "Exercise Notice"). With respect to
Vested Options that have been granted in accordance with
Section 102 of the Ordinance for which a Grantee has
delivered the Exercise Notice, the Trustee shall exercise
such Vested Options by providing Conexant at its principal
office, a written notice of the Trustee's intent to exercise
such Vested Options, accompanied by the Exercise Notice;
provided, however, that in the case of payment by personal
check, the Vested Options shall not be considered exercised,
and no Exercised Shares shall be issued in respect thereof
until the personal check has been fully honored by the bank
on which it was drawn.
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Vested Options that are not intended to comply with Section
102 of the Ordinance may be exercised by the Grantee, who
must deliver an Exercise Notice to Conexant at its principal
office, provided, however, that in the case of payment by
personal check, the Vested Options shall not be considered
exercised, and no Exercised Shares shall be issued in
respect thereof until the personal check has been fully
honored by the bank on which it was drawn."
20. Section 7.7 (as hereinabove redesignated) of the Plan is amended
by adding the following to the end of the Section:
"Upon the exercise of and full payment for the Option, Shares
will be issued to the person exercising the Option by book-entry
statement representing the number of Shares purchased, or
otherwise, as determined by Conexant from time to time."
21. Section 8.1 of the Plan is amended in its entirety as follows:
"8.1 No Option, or the right to purchase Shares thereunder, shall
be assignable or transferable, except by will, by the laws
of descent or distribution, or upon dissolution of marriage
pursuant to a qualified domestic relations order; provided,
however, that the Board may, on a case-by-case basis,
authorize the assignment or transfer of an Option on such
conditions as the Board may determine.
22. Section 8.2 of the Plan is amended and restated in its entirety
as follows:
"8.2 The Grantee may transfer or sell the Exercised Shares, or
any part thereof, provided that the actual payment of all
taxes required to be paid upon such sale or transfer have
been made to the tax assessor, and the Trustee and Conexant
shall have received confirmation from the tax assessor that
all taxes required to be paid upon such sale or transfer
have been paid."
23. Section 9 of the Plan is amended and restated in its entirety as
follows:
"9. Release
Upon the lapse of the Restricted Period, the Trustee may,
pursuant to the written request of the Grantee, release and
transfer the Exercised Shares to the Grantee, or to any third
party to whom the Grantee wishes to sell the Exercised Shares, as
indicated in the Grantee's written notice, provided, however that
the following conditions have been met prior to such transfer:
(i) payment to the tax assessor of all taxes required to be paid
upon the release and transfer of the Exercised Shares have been
made and confirmation of same has been received by the Trustee;
and (ii) receipt by the Trustee of a written confirmation issued
by Conexant at its discretion to the Trustee stating that all
requirements for said release and transfer
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have been fulfilled according to the Plan, the Option Agreement
and all other applicable laws (including those of Israel and the
U.S.).
The date on which the Exercised Shares shall be released and
transferred to the Grantee shall hereinafter be referred to as
the "Date of Release"."
24. Sections 10.1 and 10.3 of the Plan are amended to change all
references therein to "the Company" to "Conexant or the Company". Section 10.2
of the Plan is amended and restated in its entirety as follows:
"10.2 Notwithstanding anything to the contrary:
10.2.1 if the Grantee dies while an employee, consultant
or director of the Company or Conexant, the
Grantee's estate, or any person who acquires the
Options by bequest or inheritance, may exercise
all the Options not theretofore exercised within
(and only within) the period beginning on the
Grantee's date of death (even if the Grantee dies
before he or she has become entitled to exercise
all or any part of the Options) and ending three
(3) years thereafter;
10.2.2 if the Grantee's employment by, or consultancy or
directorship with, the Company or Conexant
terminates other than by death, then:
(i) if the Grantee's employment, by or
consultancy or directorship with, the Company
or Conexant is terminated for cause (as
defined in the Grantee's employment
agreement, and if not so defined, as resolved
by the Board in its sole discretion) after
the date of the Agreement the Options shall
expire forthwith upon the Grantee's
termination and may not be exercised
thereafter;
(ii) if the Grantee's employment by, or
consultancy or directorship with, the Company
terminates on or prior to the date of the
Agreement for any reason (including
disability) not specified in Section 10.2.1
or in clause (i) of this Section 10.2.2, the
Grantee (or if the Grantee dies after the
Grantee's termination date, the Grantee's
estate or any person who acquires the Options
by bequest or inheritance) may thereafter
exercise the Vested Options for the period
ending September 30, 2001; and
(iii) if the Grantee's employment by, or
consultancy or directorship with, the Company
or Conexant terminates after the date of the
Agreement for any reason (including
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disability) not specified in Section 10.2.1
or in clause (i) of this Section 10.2.2, the
Grantee (or if the Grantee dies after the
Grantee's termination date, the Grantee's
estate or any person who acquires the Options
by bequest or inheritance) may thereafter
exercise the Options within (and only within)
the period ending nine months after the
Grantee's termination date, but only to the
extent they were exercisable on the Grantee's
termination date, it being understood that
neither (a) the Grantee's transfer from the
Company or Conexant to a Subsidiary or
affiliate of the Company or Conexant, whether
or not incorporated, or vice versa, or from
one Subsidiary or affiliate of the Company or
Conexant to another, nor (ii) a leave of
absence duly authorized in writing by the
Company or Conexant, shall be deemed a
termination of employment, consultancy or
directorship, as the case may be;
10.2.3 the beginning exercise date of any unexercisable
Options will be delayed for the length of time
during which the Grantee is on an unpaid leave of
absence duly authorized in writing by the Company or
Conexant that exceeds six (6) months;
10.2.4 the Board may, in its discretion, extend the period
during which Options may be exercised beyond the
period set forth in Sections 10.2.1 and 10.2.2(ii)
above, but in no event shall the provisions of the
foregoing Sections 10.2.1 and 10.2.2 extend to a
date after eight (8) years after Grant Date the
period during which the Options may be exercised."
25. Section 11.2 of the Plan is amended to change the reference
therein to "the Company" to "Conexant and the Company".
26. Section 11.3 of the Plan is amended to change all references
therein to "the Company" to "Conexant".
27. Section 12.2 of the Plan is amended to add the words "issued upon
exercise of Options granted in accordance with Section 102 of the Ordinance"
immediately after the words "with regard to the Exercised Shares", and to change
the reference therein to "the Company" to "Conexant".
28. Section 13 of the Plan is amended to change the reference therein
to "the Board" to "the Board of Directors of Conexant."
29. Section 14 of the Plan is amended and restated in its entirety as
follows:
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"14. Rights to Changes, Etc.
The Plan or the Option Agreement shall not affect, in any way,
the rights, power or freedom of Conexant to make or authorize:
any sale, transfer or any change whatsoever in all or any part of
Conexant's or the Company's assets, obligations or business, or
any other business, commercial or corporate act or proceeding,
whether of a similar character or otherwise; any or all
adjustments, recapitalizations, reorganizations or other changes
in the capital structure or business of Conexant or the Company;
any merger or consolidation of Conexant or the Company; any issue
of bonds, debentures, shares (including preferred or prior
preference shares ahead of or affecting the existing shares of
Conexant or the Company including the shares into which the
Options granted hereunder are exercisable or the Exercised Shares
or the rights thereof, etc.); or the dissolution or liquidation
of Conexant or the Company; and none of the above acts or
authorizations shall entitle the Grantee to any right or remedy,
including, without limitation, a right of compensation for any
dilution resulting from any issuance of any shares of stock or
any other securities in Conexant to any person or entity
whatsoever."
30. Section 16 of the Plan is amended to change all references
therein to "the Company" to "Conexant" and the reference to "the Company's" to
"Conexant's".
31. Section 17 of the Plan is amended to change all references
therein to "the Company" to "Conexant" and to add the following as a new
paragraph after the second paragraph of the section:
"Conexant's obligation to issue Shares to a person exercising an
Option issued under the by book-entry statement shall be subject
to that person's satisfaction of all applicable Israeli, U.S.,
state and local income, excise, employment and any other tax
withholding requirements."
32 Effective as of the date hereof, Section 18 of the Plan is
amended to add the words "intended to comply with the terms of Section 102 of
the Ordinance" immediately following the word "Options".
33. Section 19 is added to the Plan as follows:
"19. Notices
All written notices to be given by the Grantee to Conexant may be
delivered personally or by registered mail, postage prepaid,
addressed as follows:
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, California 92660
U.S.A.
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Attention: Office of Stock Administration
Tel: 949-483-4525
Fax: 949-483-6263
Any notice given by the Grantee pursuant to the terms of the
Option shall not be effective until actually received by Conexant
at the above addresses. Any notice to be given to the Grantee
shall be sufficiently given if delivered personally or by postage
prepaid mail to the last address of the Grantee on the records of
the Company and shall be effective ten days after mailing."
34. Section 20 is added to the Plan as follows:
"20. Effect of the Purchase by Conexant of the Company's Shares
Notwithstanding any other provision in the Plan to the contrary,
as a result of the Agreement and upon Closing, all previously
issued Options to purchase common shares of the Company shall be
treated in accordance with the provisions of the Agreement and
the Israeli Income Tax Authority's ruling in connection with the
rollover of the Options into Options to purchase Conexant Shares
(the "Ruling"). If there is any inconsistency between this Plan
and the provisions of the Ruling or the Agreement, the provisions
of the Ruling or the Agreement, as the case may be, shall
prevail."
35. Except as otherwise set forth herein, this Amendment and the
provisions herein shall become effective as of the Closing.
36. This Amendment shall be and is hereby incorporated in and forms a
part of the Plan.
37. Except as set forth herein, the Plan shall remain in full force
and effect.
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I hereby certify that the foregoing Amendment to the Plan was duly
adopted by the Board of Directors of Novanet Semiconductor Ltd. on July [ ],
2000.
By
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Name:
Title:
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