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THE INTERSIL HOLDING CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Effective February 25, 2000)
I. PURPOSE OF THE PLAN
This Plan is intended to promote the interests of Intersil Holding
Corporation (the "Corporation") by providing eligible employees with the
opportunity to acquire a proprietary interest in the Corporation through
participation in a payroll-deduction based employee stock purchase plan designed
to qualify under Section 423 of the Code.
II. Capitalized terms herein shall have the following meanings:
A. "Compensation" shall mean the total earnings paid to a Participant
by one or more Participating Corporations during such individual's period of
participation in the Plan, plus any pre-tax contributions made by the
Participant to any Code Section 401(k) salary deferral plan or any Code Section
125 cafeteria benefit program now or hereafter established by the Corporation or
any Corporate Affiliate; provided that Compensation shall not include the
following items of compensation:
(i) any extraordinary income compensation of a non-recurring nature;
(ii) any award made or amount paid pursuant to an employer's
equity-based compensation arrangement including, but not limited to, performance
shares, stock options (including any exercise thereof), restricted stock, stock
appreciation rights (including any exercise thereof), and dividend equivalents;
(iii) severance pay or special retirement pay;
(iv) imputed compensation, such as employer-paid group insurance
premiums; and
(v) reimbursements or other allowances for automobile, relocation,
tax-equalization, travel or educational expenses.
B. "Board" shall mean the Corporation's Board of Directors.
C. "Code" shall mean the Internal Revenue Code of 1986, as amended.
D. "Committee" shall mean the committee described in Article III
below.
E. "Common Stock" shall mean the Corporation's common stock.
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F. "Corporate Affiliate" shall mean any parent or subsidiary
corporation of the Corporation (as determined in accordance with Code Section
424), whether now existing or subsequently established.
G. "Corporate Transaction" shall mean either of the following
stockholder-approved transactions to which the Corporation is a party: (i) a
merger or consolidation in which securities possessing more than fifty percent
(50%) of the total combined voting power of the Corporation's outstanding
securities are transferred to a person or persons different from the persons
holding those securities immediately prior to such transaction, or (ii) the
sale, transfer or other disposition of all or substantially all of the assets of
the Corporation in complete liquidation or dissolution of the Corporation.
H. "Corporation" shall mean Intersil Holding Corporation, a Delaware
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of Intersil Holding Corporation which shall by
appropriate action adopt the Plan.
I. "Effective Date" shall mean February 25, 2000. Any Corporate
Affiliate which becomes a Participating Corporation after such Effective Date
shall designate a subsequent Effective Date with respect to its
employee-Participants.
J. "Eligible Employee" shall mean any employee on active payroll
status who is employed by a Participating Corporation on such terms that he or
she is regularly expected to render more than twenty (20) hours of service per
week for more than five (5) months per calendar year for earnings considered
wages under Section 3401(a) of the Code, with the exception of Five-Percent
Owners, as defined in Article II.M. below.
K. "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
L. "Fair Market Value" per share of Common Stock as of a particular
date means (i) if the shares of Common Stock are then listed on a national stock
exchange, the closing sales price per share of Common Stock on the exchange for
the last preceding date on which there was a sale of such shares on such
exchange, as determined by the Committee, (ii) if shares of Common Stock are not
then listed on a national stock exchange but are then traded on an
over-the-counter market, the average of the closing bid and asked prices for
such shares in such over-the-counter market for the last preceding date on which
there was a sale of such shares in such market, as determined by the Committee,
or (iii) if shares of Common Stock are not then listed on a national stock
exchange or traded on an over-the-counter market, such value as the Committee in
its discretion may in good faith determine; provided that, where the shares of
Common Stock are so listed or traded, the Committee may make such discretionary
determinations where the shares have not been traded for 10 trading days.
Notwithstanding the foregoing, upon the date of an initial public offering of
the Common Stock pursuant to an effective registration statement under the
Securities Act of 1933, as amended, the "Fair Market Value" per share of Common
Stock means the price at which such stock is initially offered by the Company in
such public offering.
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M. "Five-Percent Owner" shall mean any individual who would,
immediately after the grant of purchase rights, as described in Article VIII.A.,
own (within the meaning of Code Section 424(d)) or hold outstanding options or
other rights to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Corporation or any
Corporate Affiliate.
N. "Participant" shall mean any Eligible Employee of a Participating
Corporation who is actively participating in the Plan.
O. "Participating Corporation" shall mean the Corporation and such
Corporate Affiliates as may be authorized from time to time by the Board to
extend the benefits of the Plan to their Eligible Employees. The Participating
Corporations in the Plan are listed in the attached Schedules, which may be
amended from time to time.
P. "Plan" shall mean the Corporation's Employee Stock Purchase Plan,
as set forth in this document.
Q. "Purchase Date" shall mean the last business day of each purchase
period, i.e., the last business day of September and March of each year in which
the Plan is maintained by the Corporation.
III. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board, or by a Committee
appointed by the Board. All references to the Committee herein shall apply to
the Board in the event that no Committee is appointed pursuant to this Article.
Such Committee shall, at such times as the Common Stock is registered pursuant
to Section 12 of the Exchange Act, consist of at least two individuals each of
whom shall be a "nonemployee director" as defined in Rule 16b-3 as promulgated
by the Securities and Exchange Commission ("Rule 16b-3") under the Exchange Act
and shall, at such times as the Company is subject to Section 162(m) of the Code
(to the extent relief from the limitation of Section 162(m) of the Code is
sought with respect to purchase rights offered hereunder), qualify as "outside
directors" for purposes of Section 162(m) of the Code and related Treasury
regulations. The acts of a majority of the members present at any meeting of the
Committee at which a quorum is present, or acts approved in writing by a
majority of the entire Committee, shall be the acts of the Committee for
purposes of the Plan. If and to the extent applicable, no member of the
Committee may act as to matters under the Plan specifically relating to such
member. The Committee shall have full authority to interpret and construe any
provision of the Plan and to adopt such rules and regulations for administering
the Plan as it may deem necessary in order to comply with the requirements of
Code Section 423. Decisions of the Committee shall be final and binding on all
parties having an interest in the Plan.
IV. STOCK SUBJECT TO PLAN
A. Number of Shares. The stock purchasable under the Plan shall be
shares of authorized but unissued or reacquired Common Stock, including shares
of Common Stock
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purchased on the open market. The maximum number of shares of Common Stock which
may be issued over the term of the Plan shall not exceed 1,333,334 shares.
B. Adjustments. Should any change be made to the Common Stock by reason
of any stock split, stock dividend, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as a
class without the Corporation's receipt of consideration, appropriate
adjustments shall be made to (i) the maximum number and class of securities
issuable under the Plan, (ii) the maximum number and class of securities
purchasable per Participant on any one Purchase Date and (iii) the number and
class of securities and the price per share in effect under outstanding purchase
rights in order to prevent the dilution or enlargement of benefits thereunder.
V. PURCHASE PERIODS
A. Shares of Common Stock shall be offered for purchase under the Plan
through a series of successive purchase periods until the earlier of such time
as (i) the maximum number of shares of Common Stock available for issuance under
the Plan shall have been purchased or (ii) the Plan shall have been terminated.
B. Except for the initial purchase period, each purchase period shall
have a duration of six (6) months. Purchase periods shall run from April 1st to
September 30th and from October 1st to March 31st; provided that the first
purchase period shall begin on February 25, 2000 and end on September 30, 2000.
VI. ELIGIBILITY
A. Each individual who is an Eligible Employee shall be eligible to
participate in the Plan on the start date of any purchase period under the Plan.
B. To participate in the Plan for a particular purchase period, the
Eligible Employee must complete the telephonic enrollment procedure prescribed
by the Committee (or its designate), at the time specified by such procedures.
Such telephonic enrollment will include authorizing payroll deductions as
described in Article VII below. An Eligible Employee's election to participate
in the Plan for a particular purchase period shall apply to subsequent purchase
periods, unless revoked by the Eligible Employee, as provided in Articles VII
and VIII.
VII. PAYROLL DEDUCTIONS
A. Election and Revocation. The payroll deduction authorized by the
Participant for purposes of acquiring shares of Common Stock under the Plan may
be any multiple of one percent (1%) of the Compensation paid to the Participant
during each purchase period, up to a maximum of ten percent (10%). The deduction
rate so authorized shall continue in effect for the entire purchase period. The
rate of payroll deduction may not be increased or decreased during the purchase
period. However, the Participant may, at any time during a purchase period,
revoke his or her payroll deduction election by using the telephonic procedures
prescribed by the
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Committee. The revocation shall become effective as soon as possible following
the completion of such telephonic procedure. The revocation of a payroll
deduction election results in the termination of the Participant's outstanding
purchase rights, as provided in Article VIII.F.i below.
B. Beginning Date. Payroll deductions shall begin on the first pay
period following the start date of the purchase period and shall (unless sooner
terminated by the Participant) continue through the pay period ending with or
immediately prior to the last day of the purchase period. The amounts so
collected shall be credited to the Participant's book account under the Plan,
but no interest shall be paid on the balance outstanding from time to time in
such account. The amounts collected from the Participant shall not be held in
any segregated account or trust fund and may be commingled with the general
assets of the Corporation and used for general corporate purposes.
C. Ending Date. Payroll deductions shall automatically cease upon the
termination of the Participant's purchase rights in accordance with the
provisions of the Plan.
D. No Further Obligation. Subject to the limitations set forth in
Articles VIII.D and IX below, the Participant's acquisition of Common Stock
under the Plan on any Purchase Date shall neither limit nor require the
Participant's acquisition of Common Stock on any subsequent Purchase Date.
VIII. PURCHASE RIGHTS
A. Grant of Purchase Rights. A Participant shall be granted a separate
purchase right on the start date of each purchase period in which he or she
elects to participate. Such purchase right shall provide the Participant with
the right to purchase shares of Common Stock on the Purchase Date upon the terms
set forth below. Under no circumstances shall a purchase right be granted under
the Plan to any Eligible Employee if such individual would immediately after the
grant be a Five-Percent Owner, as defined in Article II.M..
B. Exercise of the Purchase Rights. Purchase rights shall be
automatically exercised on the Purchase Date, and shares of Common Stock shall
accordingly be purchased on behalf of each Participant (other than any
Participant whose payroll deductions have previously been refunded in accordance
with Section VIII.F. below) on such date. The purchase shall be effected by
applying the Participant's payroll deductions for the purchase period ending on
such Purchase Date to the purchase of shares of Common Stock (subject to the
limitation on the maximum number of shares purchasable per Participant on any
one Purchase Date) at the purchase price in effect for that purchase period.
C. Purchase Price. Unless otherwise provided by the Committee, the
purchase price per share at which Common Stock will be purchased on the
Participant's behalf on each Purchase Date shall be eighty-five percent (85%) of
the lower of (i) the Fair Market Value per share of Common Stock on the start
date of the purchase period or (ii) the Fair Market Value per share of Common
Stock on the applicable Purchase Date.
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D. Number of Shares Which May Be Purchased. The number of shares of
Common Stock which will be purchased by a Participant on each Purchase Date
shall be that number of shares (including fractional shares) obtained by
dividing the amount collected from the Participant through payroll deductions
during the purchase period ending with that Purchase Date by the purchase price
in effect for that Purchase Date. However, the maximum number of shares of
Common Stock purchasable per Participant on any one Purchase Date shall not
exceed 16,667 shares, subject to periodic adjustments as provided in Article
IV.B. and subject to the limitation in Article IX.
E. Excess Payroll Deductions. Any payroll deductions not applied to the
purchase of Common Stock by reason of the limitation on the maximum number of
shares purchasable by the Participant on the Purchase Date shall be held for the
purchase of shares of Common Stock for the Participant on the next Purchase
Date.
F. Termination of Payroll Deductions During a Purchase Period. The
following provisions shall govern the termination of payroll deduction elections
during a purchase period rights:
(i) A Participant may, at any time before the last two weeks of a
purchase period, terminate his or her payroll deductions by revoking his or her
payroll deduction election through the telephonic procedure described above, and
no further payroll deductions shall be collected from the Participant during the
purchase period in which such revocation is made (or the purchase period
immediately following such purchase period). Any payroll deductions collected
during the purchase period in which a revocation of payroll deduction election
occurs shall, at the Participant's election, be refunded in cash or held for the
purchase of shares of Common Stock on the Purchase Date applicable to such
purchase period. If no such election is made at the time such revocation occurs,
then the payroll deductions collected with respect to the purchase period in
which the revocation occurs shall be refunded to the Participant.
(ii) The termination of a payroll deduction election shall be
irrevocable, and the Participant may not subsequently rejoin the purchase period
in which the revocation was made. In addition, the Participant may not make
payroll deduction contributions in the purchase period immediately following the
purchase period in which such a revocation occurred. In order to resume payroll
deductions in any subsequent purchase period, such individual must re-enroll in
the Plan on or before the start date of the next purchase period in which he or
she may participate.
(iii) Should the Participant cease to remain an Eligible Employee
for any reason (including death or disability) while his or her purchase rights
are outstanding, then such Participant's right to continue payroll deduction
contributions shall immediately terminate, and all of the Participant's payroll
deductions accumulated prior to such termination shall, at the election of the
Participant (or, in the event of the Participant's death, the personal
representative of the Participant's estate), be refunded or held for the
purchase of shares of Common Stock on the next Purchase Date. If no such
election is made prior to the next Purchase Date, then such accumulated payroll
deductions shall be refunded to the Participant or beneficiary, as applicable.
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(iv) Should the Participant cease to remain in active service by
reason of an approved leave of absence, then the Participant shall have the
right described in Article VIII.F.i above to elect to withdraw all the payroll
deductions collected during the applicable purchase period. In the absence of
such an election, such funds shall be held for the purchase of shares at the end
of such purchase period. In no event, however, shall any further payroll
deductions be collected on the Participant's behalf during such leave. Upon the
Participant's return to active service, his or her payroll deductions under the
Plan shall automatically resume at the rate in effect at the time the leave
began, unless the participant elects otherwise in accordance with Article
VIII.F.i above.
G. Corporate Transaction. Outstanding purchase rights shall
automatically be exercised, immediately prior to the effective date of any
Corporate Transaction, by applying the payroll deductions of each Participant
for the purchase period in which such Corporate Transaction occurs to the
purchase of shares of Common Stock at a purchase price per share equal to
eighty-five percent (85%) (or such greater percentage as the Committee may have
established for the purchase period in which such Corporate Transaction occurs)
of the lower of (i) the Fair Market Value per share of Common Stock on the start
date of the purchase period in which such Corporate Transaction occurs or (ii)
the Fair Market Value per share of Common Stock immediately prior to the
effective date of such Corporate Transaction. However, the applicable limitation
on the number of shares of Common Stock purchasable per Participant shall
continue to apply to any such purchase. The Corporation shall use its best
efforts to provide at least ten (10) days prior written notice of the occurrence
of any Corporate Transaction, and Participants shall, following the receipt of
such notice, have the right to terminate their outstanding purchase rights prior
to the effective date of the Corporate Transaction in accordance with Article
VIII.F.i above.
H. Proration of Purchase Rights. Should the total number of shares of
Common Stock which are to be purchased pursuant to outstanding purchase rights
on any Purchase Date exceed the number of shares then available for issuance
under the Plan, the Committee shall make a pro-rata allocation of the available
shares on a uniform and nondiscriminatory basis, and the payroll deductions of
each Participant, to the extent in excess of the aggregate purchase price
payable for the Common Stock pro-rated to such individual, shall be refunded.
I. Assignability. Purchase rights shall be exercisable only by the
Participant and shall not be assignable or transferable by the Participant.
J. Stockholder Rights. A Participant shall have no stockholder rights
with respect to the shares subject to his or her outstanding purchase rights
until the shares are purchased on the Participant's behalf in accordance with
the provisions of the Plan and the Participant has become a holder of record of
the purchased shares.
IX. ACCRUAL LIMITATIONS
A. Twenty-Five Thousand Dollar Limit. No Participant shall be entitled
to accrue rights to acquire Common Stock pursuant to any purchase right
outstanding under this Plan if
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and to the extent such accrual, when aggregated with (i) rights to purchase
Common Stock accrued under any other purchase right granted under this Plan and
(ii) similar rights accrued under other employee stock purchase plans (within
the meaning of Code Section 423) of the Corporation or any Corporate Affiliate,
would otherwise permit such Participant to purchase more than Twenty-Five
Thousand Dollars ($25,000) worth of stock of the Corporation or any Corporate
Affiliate (determined on the basis of the Fair Market Value per share on the
date or dates such rights are granted) for each calendar year such rights are at
any time outstanding.
B. Application of the Limit. For purposes of applying such accrual
limitations, (i) the right to acquire Common Stock under each outstanding
purchase right shall accrue on the Purchase Date in effect for the purchase
period for which such right is granted and, (ii) the right to acquire Common
Stock under any outstanding purchase right shall accrue in accordance with the
rate preserved in the Plan, but in the event may such rate exceed Twenty-Five
Thousand Dollars ($25,000) worth of Common Stock (determined on the basis of the
Fair Market Value per share on the date or dates of grant) for any one calendar
year.
C. Refund of Excess. If by reason of such accrual limitations, the
purchase rights of a Participant does not accrue for a particular purchase
period, then the payroll deductions which the Participant made during that
purchase period with respect to such purchase rights shall be refunded within
thirty (30) days.
D. Limit Controls. In the event there is any conflict between the
provisions of this Article IX and one or more provisions of the plan or any
instrument issued thereunder, the provisions of this Article IX shall be
controlling.
X. EFFECTIVE DATE AND TERM OF THE PLAN
A. The Effective Date. The Plan was adopted by the Board on November 3,
1999 and becomes effective on the Effective Date.
B. Termination of the Plan. Unless sooner terminated by the Board, the
Plan shall terminate upon the earliest of (i) February 25, 2010, (ii) the date
on which all shares available for issuance under the Plan shall have been sold
pursuant to purchase rights exercised under the Plan or (iii) the date on which
all purchase rights are exercised in connection with a Corporate Transaction. No
further purchase rights shall be granted or exercised, and no further payroll
deductions shall be collected, under the Plan following its termination.
XI. AMENDMENT OF THE PLAN
The Board may alter, amend, suspend or discontinue the Plan at any
time, with such change to become effective immediately following the close of
any purchase period. However, the Board may not, without the approval of the
Corporation's stockholders, (i) materially increase the number of shares of
Common Stock issuable under the Plan or the maximum number of shares purchasable
per Participant on any one Purchase Date, except for permissible adjustments in
the event of certain changes in the Corporation's capitalization, (ii) alter the
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purchase price formula so as to reduce the purchase price payable for the shares
of Common Stock purchasable under the Plan, or (iii) materially increase the
benefits accruing to Participants under the Plan or materially modify the
requirements for eligibility to participate in the Plan.
XII. GENERAL PROVISIONS
A. All costs and expenses incurred in the administration of the Plan
shall be paid by the Corporation.
B. Nothing in the Plan shall confer upon any Participant the right to
continue in the employ of the Corporation or any Corporate Affiliate for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation (or any Corporate Affiliate employing such person)
or of the Participant, which rights are hereby expressly reserved by each, to
terminate such person's employment at any time for any reason, with or without
cause.
C. The provisions of the Plan shall be governed by the laws of the
State of Delaware without resort to that State's conflict-of-laws rules.
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SCHEDULE A
Corporations Participating in
Employee Stock Purchase Plan
As February 25, 2000
Intersil Corporation
Intersil Holding Corporation
Choice-Intersil Microsystems, Inc.
