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Exhibit 10.15
INTEGRATED TELECOM EXPRESS, INC.
2000 RESTRICTED STOCK PURCHASE PLAN
1. PURPOSE OF THE PLAN. The purpose of the Plan is to provide for the
sale by Integrated Telecom Express, Inc. (the "Company") of Common Stock to
Employees, Directors and Consultants to promote the success of the Company's
business.
2. DEFINITIONS. As used herein, the following definitions shall apply:
(a) "ADMINISTRATOR" shall mean the Board, or its Committee that
is administering the Plan, in accordance with Section 4 of the Plan.
(b) "APPLICABLE LAWS" means the requirements relating to the
administration of restricted stock purchase plans under U.S. state corporate
laws, U.S. federal and state securities laws, the Code, any stock exchange or
quotation system on which the Common Stock is listed or quoted and the
applicable laws of any foreign jurisdiction where Stock Purchase Rights are,
or will be, granted under the Plan.
(c) "BOARD" shall mean the Board of Directors of the Company.
(d) "CHANGE IN CONTROL" means the occurrence of any of the
following events:
(i) Any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as
defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of
securities of the Company representing fifty percent (50%) or more of the
total voting power represented by the Company's then outstanding voting
securities; or
(ii) The consummation of the sale or disposition by the
Company of all or substantially all of the Company's assets; or
(iii) The consummation of a merger or consolidation of
the Company with any other corporation, other than a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity or its parent) at least seventy percent (70%) of the total voting
power represented by the voting securities of the Company or such surviving
entity or its parent outstanding immediately after such merger or
consolidation.
(e) "COMMITTEE" means a committee of Directors appointed by the
Board in accordance with Section 4 hereof.
(f) "CODE" shall mean the Internal Revenue Code of 1986, as
amended.
(g) "COMMON STOCK" shall mean the Common Stock of the Company.
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(h) "COMPANY" shall mean Integrated Telecom Express, Inc., a
Delaware corporation.
(i) "CONSULTANT" means any natural person who is engaged by the
Company or any Parent or Subsidiary to render consulting or advisory services
to such entity and who satisfies the requirements of subsection (c)(1) of
Rule 701 under the Securities Act of 1933, as amended.
(j) "DIRECTOR" means a member of the Board.
(k) "EMPLOYEE" shall mean any person, including officers and
Directors, employed by the Company or any Parent or Subsidiary of the
Company. A Service Provider shall not cease to be an Employee in the case of
(i) any leave of absence approved by the Company, or (ii) transfers between
locations of the Company or between the Company, its Parent, any Subsidiary,
or any successor. Neither service as a Director nor payment of a director's
fee by the Company shall be sufficient to constitute "employment" by the
Company.
(l) "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended.
(m) "FAIR MARKET VALUE" shall mean, as of any date, the value
of Common Stock determined as follows:
(i) If the Common Stock is listed on any established
stock exchange or a national market system, including without limitation the
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock
Market, its Fair Market Value shall be the closing sales price for such stock
(or the closing bid, if no sales were reported) as quoted on such exchange or
system on the day of determination, as reported in THE WALL STREET JOURNAL or
such other source as the Administrator deems reliable; or
(ii) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between the high
bid and low asked prices for the Common Stock on the day of determination, as
reported in the Wall Street Journal or such other source as the Administrator
deems reliable; or
(iii) In the absence of an established market for the
Common Stock, the Fair Market Value shall be determined in good faith by the
Administrator.
(n) "OPTIONED STOCK" means the Common Stock subject to a Stock
Purchase Right.
(o) "OPTIONEE" means the holder of an outstanding Stock
Purchase Right granted under the Plan.
(p) "PARENT" shall mean a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Code.
(q) "PARTICIPANT" shall mean an employee or consultant who
purchases Shares under the Plan.
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(r) "PLAN" shall mean this 2000 Restricted Stock Purchase Plan.
(s) "RESTRICTED STOCK" means the Shares purchased by a
Participant which are subject to restrictions described in the Stock Purchase
Agreement.
(t) "SERVICE PROVIDER" means an Employee, Director or
Consultant.
(u) "SHARE" shall mean a share of Common Stock, as adjusted in
accordance with Section 10 of the Plan.
(v) "STOCK PURCHASE AGREEMENT" shall mean an agreement in the
form approved by the Board to purchase Common Stock of the Company pursuant
to the Plan.
(w) "STOCK PURCHASE RIGHT" shall mean the right to purchase
Shares pursuant to the Plan.
(x) "SUBSIDIARY" shall mean a "subsidiary corporation", whether
now or hereafter existing, as defined in Section 424(f) of the Code.
3. STOCK SUBJECT TO THE PLAN.
Subject to the provisions of Section 10 of the Plan, the maximum
aggregate number of Shares which may be sold under the Plan is one million
(1,000,000) shares of Common Stock. The Shares may be authorized, but
unissued, or reacquired Common Stock.
If a Stock Purchase Right expires without having been exercised in
full, the unpurchased Shares subject thereto shall become available for
future grant or sale under the Plan (unless the Plan has terminated). Shares
that have actually been issued under the Plan upon exercise of a Stock
Purchase Right shall not be returned to the Plan and shall not become
available for future distribution under the Plan, except that if Shares of
Restricted Stock are repurchased by the Company at their original purchase
price pursuant to a Stock Purchase Agreement, such Shares shall become
available for reissuance under the Plan.
4. ADMINISTRATION OF THE PLAN.
(a) ADMINISTRATOR. The Plan shall be administered by the Board
or by a Committee appointed by the Board, which Committee shall be
constituted to comply with Applicable Laws.
(b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of
the Plan, and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator shall have the
authority, in its discretion:
(i) to determine Fair Market Value;
(ii) to select the Service Providers to whom Stock
Purchase Rights may be granted hereunder;
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(iii) to determine whether and to what extent Stock
Purchase Rights are granted hereunder;
(iv) to determine the number of shares of Common Stock
to be covered by each Stock Purchase Right granted hereunder;
(v) to approve forms of agreement for use under the
Plan;
(vi) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any award granted hereunder. Such
terms and conditions include the exercise price, and any restriction or
limitation regarding any Stock Purchase Right or the Shares relating thereto,
based in each case on such factors as the Administrator, in its sole
discretion, shall determine;
(vii) to construe and interpret the terms of the Plan;
(viii) to prescribe, amend and rescind rules and
regulations relating to the Plan;
(ix) to modify or amend each Stock Purchase Agreement
(subject to Section 11 of the Plan);
(x) to authorize any person to execute on behalf of
the Company any instrument required to effect the grant of a Stock Purchase
Right previously granted by the Administrator;
(xi) to determine the terms and restrictions applicable
to Stock Purchase Rights and any Shares; and
(xii) to make all other determinations deemed necessary
or advisable for administering the Plan.
(c) EFFECT OF ADMINISTRATOR'S DECISION. All decisions,
determinations and interpretations of the Administrator shall be final and
binding on Service Providers.
5. ELIGIBILITY. Stock Purchase Rights may be granted to Service
Providers.
6. AT-WILL EMPLOYMENT. Neither the Plan, any Stock Purchase Right, the
receipt of Shares or any Stock Purchase Agreement shall confer upon any
Optionee any right with respect to continuing the Optionee's relationship as
a Service Provider with the Company, nor shall it interfere in any way with
his or her right or the Company's right to terminate such relationship at any
time, with or without cause, and with or without notice.
7. TERM OF PLAN. The Plan shall become effective upon adoption by the
Board; provided that the Plan shall also be approved by the shareholders of
the Company as provided in Section 14 hereof. The Plan shall continue in
effect for a term of 10 years from such date of Board adoption, unless sooner
terminated under Section 11 of the Plan.
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8. CONSIDERATION AND TERMS OF EXERCISE
(a) DETERMINATION OF PRICE. The Administrator shall determine
the price of Shares to be purchased, the terms of payment and consideration
to be paid for the Shares; provided, however, that the purchase price shall
not be less than the par value of such Shares.
(b) FORMS OF CONSIDERATION. The consideration to be paid for
the Shares shall be determined by the Administrator. Such consideration may
consist of, without limitation, (1) cash, (2) check or (3) promissory note;
provided, however, that the par value of the Shares shall be paid in cash or
check. If provision is made for the delivery of a promissory note, such note
shall be fully recourse and secured by the purchased Shares. All other terms
of such promissory note shall be determined by the Administrator in its sole
discretion. In making its determination as to the type of consideration to
accept, the Administrator shall consider if acceptance of such consideration
may be reasonably expected to benefit the Company.
9. EXERCISABILITY. Stock Purchase Rights acquired by any Service
Provider pursuant to this Plan must be exercised within sixty (60) days after
the date of grant of the Stock Purchase Right or such shorter period as the
Administrator may provide.
10. NON-TRANSFERABILITY OF STOCK PURCHASE RIGHTS. Stock Purchase Rights
may not be sold, pledged, assigned, hypothecated, transferred or disposed of
in any manner and shall expire immediately upon the death of the Service
Provider or the termination of such person's service to the Company.
11. COMPANY'S RIGHT OF REPURCHASE AND RIGHT OF FIRST REFUSAL. The
Company shall have such rights of repurchase and right of first refusal as
are set forth in the Stock Purchase Agreement.
12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
(a) CHANGES IN CAPITALIZATION. Subject to any required action
by the shareholders of the Company, the number of shares of Common Stock
which have been authorized for issuance under the Plan and the number of
Shares subject to an outstanding Stock Purchase Right, as well as the price
per share of Common Stock covered by each outstanding Stock Purchase Right,
shall be proportionately adjusted for any increase or decrease in the number
of issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock,
or any other increase or decrease in the number of issued shares of Common
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,
no issuance 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 Common Stock subject to a Stock Purchase Right.
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(b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify
each Optionee as soon as practicable prior to the effective date of such
proposed transaction. The Administrator in its discretion may provide for an
Optionee to have the right to exercise his or her Stock Purchase Right until
fifteen (15) days prior to such transaction as to all of the Optioned Stock
covered thereby, including Shares as to which the Stock Purchase Right would
not otherwise be exercisable. In addition, the Administrator may provide that
any Company repurchase option applicable to any Shares purchased upon
exercise of an Stock Purchase Right shall lapse as to all such Shares,
provided the proposed dissolution or liquidation takes place at the time and
in the manner contemplated. To the extent it has not been previously
exercised, a Stock Purchase Right will terminate immediately prior to the
consummation of such proposed action.
(c) MERGER OR ASSET SALE. In the event of a merger of the
Company with or into another corporation, or a Change in Control, each
outstanding Stock Purchase Right shall be assumed or an equivalent right
substituted by the successor corporation, or a Parent or Subsidiary of the
successor corporation, and the Company's right of repurchase or right of
first refusal with respect to each Share of Restricted Stock shall be
assigned to such successor corporation, or the Parent or Subsidiary of such
successor corporation. In the event that the successor corporation refuses to
assume or substitute for the Stock Purchase Right, the Optionee shall fully
vest in and have the right to exercise the Stock Purchase Right as to all of
the Optioned Stock, including Shares as to which it would not otherwise be
vested or exercisable. If a Stock Purchase Right becomes fully vested and
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Administrator shall notify the Optionee in writing or
electronically that the Stock Purchase Right shall be fully exercisable for a
period of fifteen (15) days from the date of such notice, and the Stock
Purchase Right shall terminate upon the expiration of such period. In the
event that the Company's right of repurchase or right of first refusal with
respect to the Restricted Stock is not assigned, such Company repurchase
option or right of first of refusal shall lapse. For the purposes of this
subsection, the Stock Purchase Right shall be considered assumed if,
following the Change in Control, the right confers the right to purchase or
receive, for each Share of Optioned Stock subject to the Stock Purchase Right
immediately prior to the Change in Control, the consideration (whether stock,
cash, or other securities or property) received in the Change in Control by
holders of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the Change
in Control is not solely common stock of the successor corporation or its
Parent, the Administrator may, with the consent of the successor corporation,
provide for the consideration to be received upon the exercise of the Stock
Purchase Right, for each Share of Optioned Stock subject to the Stock
Purchase Right, to be solely common stock of the successor corporation or its
Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger or sale of assets.
13. AMENDMENT AND TERMINATION OF THE PLAN.
(a) AMENDMENT AND TERMINATION. The Board may amend, suspend, or
terminate the Plan from time to time in such respects as the Board may deem
advisable.
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(b) SHAREHOLDER APPROVAL. The Board shall obtain shareholder
approval of any Plan amendment to the extent necessary and desirable to
comply with Applicable Laws.
(c) EFFECT OF AMENDMENT OR TERMINATION. No amendment,
alteration, suspension or termination of the Plan shall impair the rights of
any Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee
and the Company. Termination of the Plan shall not affect the Administrator's
ability to exercise the powers granted to it hereunder with respect to Stock
Purchase Rights granted under the Plan prior to the date of such termination.
14. CONDITIONS UPON ISSUANCE OF SHARES.
(a) LEGAL COMPLIANCE. Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares shall comply with Applicable Laws and shall be
further subject to the approval of counsel for the Company with respect to
such compliance.
(b) INVESTMENT REPRESENTATIONS. As a condition to the exercise
of a Stock Purchase Right, the Administrator may require the person
exercising such Stock Purchase Right 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.
15. RESERVATION OF SHARES. The Company, during the term of the Plan,
shall at all times reserve and keep available, such number of Shares as shall
be sufficient to satisfy the requirements of the Plan.
16. SHAREHOLDER APPROVAL. Continuance of the Plan shall be subject to
approval by the shareholders of the Company within twelve (12) months before
or after the date the Plan is adopted. Such shareholder approval shall be
obtained in the manner and to the degree required under Applicable Laws.
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