Exhibit 4(a)
AMDAHL CORPORATION
1994 STOCK INCENTIVE PLAN
ARTICLE ONE
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GENERAL
I. PURPOSE OF THE PLAN
A. This 1994 Stock Incentive Plan (the "Plan") is
intended to promote the interests of Amdahl Corporation, a
Delaware corporation (the "Corporation"), by providing (i) key
employees (including officers) of the Corporation (or its
subsidiary corporations) who are responsible for the management,
growth and financial success of the Corporation (or its
subsidiary corporations), (ii) the non-employee members of the
Corporation's Board of Directors or the board of directors of any
subsidiary corporation and (iii) those consultants and other
independent contractors who provide valuable services to the
Corporation (or its subsidiary corporations) with the opportunity
to acquire a proprietary interest, or otherwise increase their
proprietary interest, in the Corporation as an incentive for them
to remain in the service of the Corporation (or its subsidiary
corporations).
B. The Plan shall become effective upon its approval
by the Corporation's stockholders at the 1994 Annual Meeting of
Stockholders to be held on May 5, 1994. Such date is hereby
designated as the Effective Date of the Plan.
C. This Plan shall serve as the successor to the
Corporation's four existing stock programs - the Stock Option
Plan (1971), the Stock Option Plan (1974), the Non-Qualified
Stock Option Plan (1982) and the Restricted Stock Plan
(collectively, the "Predecessor Plans"), and no further option
grants or stock issuances shall be made under the Predecessor
Plans after the Effective Date. All options outstanding under
the Predecessor Plans and all unvested shares issued thereunder
as of such Effective Date shall immediately be incorporated into
this Plan and treated as outstanding options and share issuances
under this Plan. However, each outstanding option and share
issuance so incorporated shall continue to be governed solely by
the express terms and conditions of the instrument evidencing
such option grant or share issuance, and no provision of this
Plan shall be deemed to affect or otherwise modify the rights or
obligations of the holders of such incorporated options or share
issuances with respect to their acquisition of shares of the
Corporation's common stock, par value of $0.05 per share
thereunder.
II. DEFINITIONS
A. For purposes of the Plan, the following
definitions shall be in effect:
BOARD: the Corporation's Board of Directors.
CHANGE IN CONTROL: a change in ownership or control of
the Corporation effected through any of the following
transactions:
- a direct acquisition by any person (or related
group of persons) of beneficial ownership (within the meaning of
Rule 13d-3 of the 1934 Act) of securities possessing more than
ten percent (10%) of the total combined voting power of the
Corporation's outstanding securities,
- the direct or indirect acquisition by any person
or related group of persons, whether by tender or exchange offer
made directly to the Corporation's stockholders, private
purchases from one or more of the Corporation's stockholders,
open market purchases or any other transaction, of additional
securities of the Corporation which increases the beneficial
ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
the total securities holdings of such person (or related group of
persons) to a level of securities possessing more than fifty
percent (50%) of the total combined voting power of the
Corporation's outstanding securities, or
- the direct or indirect acquisition by any person
or related group of persons, whether by tender or exchange offer
made directly to the Corporation's stockholders, private
purchases from one or more of the Corporation's stockholders,
open market purchases or any other transaction, of beneficial
ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
securities of the Corporation possessing sufficient voting power
in the aggregate to elect an absolute majority of the Board
(rounded up to the next whole number).
CODE: the Internal Revenue Code of 1986, as amended.
COMMITTEE: a committee of two (2) or more non-employee
Board members appointed by the Board.
COMMON STOCK: shares of the Corporation's common
stock, par value of $0.05 per share.
CORPORATE TRANSACTION: any of the following
stockholder-approved transactions to which the Corporation is a
party:
- a merger or consolidation in which the Corporation
is not the surviving entity, except for a transaction the
principal purpose of which is to change the state in which the
Corporation is incorporated,
- 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, or
- any reverse merger in which the Corporation is the
surviving entity but 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 those who held such securities
immediately prior to such merger.
EMPLOYEE: an individual who performs services while in
the employ of the Corporation or one or more Subsidiaries,
subject to the control and direction of the employer entity not
only as to the work to be performed but also as to the manner and
method of performance.
EXERCISE DATE: the date on which the Corporation shall
have received written notice of the option exercise.
FAIR MARKET VALUE: the mean between the highest and
lowest selling prices per share on the date in question on the
principal exchange on which the Common Stock is then listed or
admitted to trading, as the prices are officially quoted by the
composite tape of transactions on the exchange. If there are no
reported sales of the common stock on the date in question, then
the Fair Market Value shall be the mean between the highest and
lowest selling prices on the last previous date for which
quotations exist.
HOSTILE TAKE-OVER: a change in ownership of the
Corporation effected through the following transaction:
- the direct or indirect acquisition by any person
or related group of persons of securities possessing more than
fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities pursuant to a tender or
exchange offer made directly to the Corporation's stockholders
which the Board does not recommend such stockholders to accept,
and
- more than fifty percent (50%) of the acquired
securities are accepted from holders other than the officers and
directors of the Corporation subject to the short-swing profit
restrictions of Section 16 of the 1934 Act.
INCENTIVE OPTION: a stock option which satisfies the
requirements of Code Section 422.
INVOLUNTARY TERMINATION: the termination of the
Service of any Optionee or Participant which occurs by reason of:
- such individual's involuntary dismissal or
discharge by the Corporation for reasons other than Misconduct,
or
- such individual's voluntary resignation following
(A) a change in his or her position with the Corporation which
materially reduces his or her level of responsibility, (B) a
reduction in his or her level of compensation (including base
salary, fringe benefits and any non-discretionary and objective-
standard incentive payment or bonus award) by more than five
percent (5%) or (C) a relocation of such individual's place of
employment by more than fifty (50) miles, provided and only if
such change, reduction or relocation is effected by the
Corporation without the individual's consent.
MISCONDUCT: the commission of any act of fraud,
embezzlement or dishonesty by the Optionee or Participant, any
unauthorized use or disclosure by such individual of confidential
information or trade secrets of the Corporation or its
Subsidiaries, or any other intentional misconduct by such
individual adversely affecting the business or affairs of the
Corporation in a material manner. The foregoing definition shall
not be deemed to be inclusive of all the acts or omissions which
the Corporation or any Subsidiary may consider as grounds for the
dismissal or discharge of any Optionee, Participant or other
individual in the Service of the Corporation.
NEWLY ISSUED SHARES: shares of Common Stock drawn from
the Corporation's authorized but unissued shares of Common Stock.
1934 ACT: the Securities and Exchange Act of 1934, as
amended.
NON-STATUTORY OPTION: a stock option not intended to
meet the requirements of Code Section 422.
OPTIONEE: any person to whom an option is granted
under the Discretionary Option Grant, Automatic Option Grant or
Salary Reduction Grant Program in effect under the Plan.
PARTICIPANT: any person who receives a direct issuance
of Common Stock under the Stock Issuance Program in effect under
the Plan.
PERMANENT DISABILITY OR PERMANENTLY DISABLED: the
inability of the Optionee or the Participant to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment expected to result in
death or to be of continuous duration of twelve (12) months or
more.
PLAN ADMINISTRATOR: the committee of two (2) or more
non-employee Board members appointed by the Board to administer
the Discretionary Option Grant, the Salary Reduction and the
Stock Issuance Programs.
SERVICE: the provision of services on a periodic basis
to the Corporation or any Subsidiary in the capacity of an
Employee, a non-employee member of the board of directors or an
independent consultant or advisor, except to the extent otherwise
specifically provided in the applicable stock option or stock
issuance agreement.
SUBSIDIARY: each corporation (other than the
Corporation) in an unbroken chain of corporations beginning with
the Corporation, provided each such corporation (other than the
last corporation) in the unbroken chain owns, at the time of the
determination, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in any
other corporation in such chain. For purposes of the grant of
Non-Statutory Options and stock appreciation rights under the
Discretionary Option Grant Program, the grant of Non-Statutory
Options under the Salary Reduction Grant Program and direct stock
issuances under the Stock Issuance Program, the term Subsidiary
shall also include any partnership, joint venture or other
business entity in which the Corporation owns, directly or
indirectly through one or more Subsidiaries, a fifty percent
(50%) or greater capital or profit interest.
TAKE-OVER PRICE: the greater of (i) the Fair Market
Value per share of Common Stock on the date the option is
surrendered to the Corporation in connection with a Hostile Take-
Over or (ii) the highest reported price per share of Common Stock
paid by the tender offeror in effecting such Hostile Take-Over.
However, if the surrendered option is an Incentive Option, the
Take-Over Price shall not exceed the clause (i) price per share.
TREASURY SHARES: shares of Common Stock reacquired by
the Corporation and held as treasury shares.
III. STRUCTURE OF THE PLAN
A. Stock Programs. The Plan shall be divided into
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five separate components:
- The Discretionary Option Grant Program, under
which eligible individuals may, at the discretion of the Plan
Administrator, be granted options to purchase shares of Common
Stock in accordance with the provisions of Article Two.
- The Automatic Option Grant Program, under which
non-employee Board members shall automatically receive special
option grants at periodic intervals to purchase shares of Common
Stock in accordance with the provisions of Article Three.
- The Stock Fee Program, under which the non-
employee Board members may elect to apply all or a portion of
their annual retainer fee to the acquisition of shares of Common
Stock in accordance with the provisions of Article Four.
- The Salary Reduction Grant Program, under which
eligible individuals may, pursuant to the provisions of Article
Five, elect to have a portion of their base salary reduced each
year in return for options to purchase shares of Common Stock at
an aggregate discount from the Fair Market Value of the option
shares on the grant date equal to the salary reduction amount.
- The Stock Issuance Program, under which eligible
individuals may, pursuant to the provisions of Article Six, be
issued shares of Common Stock directly, through the immediate
purchase of such shares at a price less than, equal to or greater
than their Fair Market Value at the time of issuance, as a bonus
tied to the performance of services or the Corporation's
attainment of financial objectives, or pursuant to the
individual's election to receive such shares in lieu of base
salary.
B. General Provisions. Unless the context clearly
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indicates otherwise, the provisions of Articles One and Seven
shall apply to the Discretionary Option Grant, Automatic Option
Grant, Salary Reduction Grant, Stock Issuance and Stock Fee
Programs and shall accordingly govern the interests of all
individuals under the Plan.
IV. ADMINISTRATION OF THE PLAN
A. The Committee shall have sole and exclusive
authority to administer the Discretionary Option Grant, Salary
Reduction Grant and Stock Issuance Programs. No Board member
shall be eligible to serve on the Committee if such individual
has, within the twelve (12)-month period immediately preceding
the date such individual is to be appointed to the Committee,
received an option grant or stock issuance under this Plan or any
other stock option, stock appreciation, stock bonus or other
stock plan of the Corporation (or any Subsidiary), other than
pursuant to the Automatic Option Grant Program specified in
Article Three or the Stock Fee Program specified in Article Four
or the predecessor automatic option grant program in effect under
the Stock Option Plan (1974). Members of the Committee shall
serve for such period as the Board may determine and shall be
subject to removal by the Board at any time.
B. The Plan Administrator shall have full power and
discretion (subject to the express provisions of the Plan) to
establish such rules and regulations as it may deem appropriate
for the proper administration of the Discretionary Option Grant,
Salary Reduction Grant and Stock Issuance Programs and to make
such determinations under, and issue such interpretations of, the
provisions of each such program and any outstanding option grants
or stock issuances thereunder as it may deem necessary or
advisable. Decisions of the Plan Administrator shall be final
and binding on all parties who have an interest in the
Discretionary Option Grant, Salary Reduction Grant or Stock
Issuance Program or any outstanding option or stock issuance
thereunder.
C. Service on the Committee shall constitute service
as a Board member, and members of the Committee shall accordingly
be entitled to full indemnification and reimbursement as Board
members for their service on the Committee. No member of the
Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any option granted or shares
issued under the Plan.
D. Administration of the Automatic Option Grant and
the Stock Fee Programs shall be self-executing in accordance with
the express terms and conditions of Articles Three and Four,
respectively, and the Plan Administrator shall not exercise any
discretionary functions with respect to the option grants or
stock issuances made pursuant to such programs.
V. ELIGIBILITY
A. The persons eligible to participate in the
Discretionary Option Grant Program under Article Two, the Salary
Reduction Grant Program under Article Five and the Stock Issuance
Program under Article Six are as follows:
- officers and other key employees of the
Corporation (or its Subsidiaries) who render services which
contribute to the management, growth and financial success of the
Corporation (or its Subsidiaries); and
- those consultants or other independent
contractors who provide valuable services to the Corporation (or
its Subsidiaries).
B. Non-employee Board members shall not be eligible
to participate in the Discretionary Option Grant, Salary
Reduction Grant or Stock Issuance Program or in any other stock
option, stock purchase, stock bonus or other stock plan of the
Corporation (or its Subsidiaries). Such non-employee Board
members shall, however, be eligible to participate in the
Automatic Option Grant Program under Article Three and the Stock
Fee Program under Article Four.
C. The Plan Administrator shall have full authority
to determine, (i) with respect to grants made under the
Discretionary Option Grant and Salary Reduction Grant Programs,
which eligible individuals are to receive such grants, the number
of shares to be covered by each such grant, the status of any
granted option as either an Incentive Option or a Non-Statutory
Option, the time or times at which each granted option is to
become exercisable and the maximum term for which the option may
remain outstanding and (ii) with respect to stock issuances under
the Stock Issuance Program, which eligible individuals are to be
selected for participation, the number of shares to be issued to
each selected individual, the vesting schedule (if any) to be
applicable to the issued shares and the consideration to be paid
for such shares.
VI. STOCK SUBJECT TO THE PLAN
A. Shares of Common Stock shall be available for
issuance under the Plan and shall be drawn from either the
Corporation's authorized but unissued shares of Common Stock or
from reacquired shares of Common Stock, including shares
repurchased by the Corporation on the open market. The number of
shares of Common Stock reserved for issuance over the term of the
Plan shall initially be fixed at 14,300,000 shares, subject to
adjustment from time to time in accordance with the provisions of
this Section VI. Such authorized share reserve shall be
comprised of (i) the number of shares which remain available for
issuance under the Predecessor Plans as of the Effective Date,
including the shares subject to the outstanding options
incorporated into this Plan and any other shares which would have
been available for future option grant under the Predecessor
Plans (estimated to be 12,900,000 shares in the aggregate), plus
(ii) an additional increase of 1,400,000 shares of Common Stock.
To the extent one or more outstanding options under the
Predecessor Plans which have been incorporated into this Plan are
subsequently exercised, the number of shares issued with respect
to each such option shall reduce, on a share-for-share basis, the
number of shares available for issuance under this Plan.
B. The number of shares of Common Stock available for
issuance under the Plan shall automatically increase on the first
trading day of each calendar year during the term of the Plan,
beginning with the 1995 calendar year, by an amount equal to one
percent (1%) of the shares of Common Stock outstanding on
December 31 of the immediately preceding calendar year; provided,
however that each such one percent (1%) annual increase shall be
subject to reduction to the extent necessary so that the maximum
number of shares of Common Stock available immediately thereafter
for future option grants and share issuances under the Plan shall
not exceed 5,000,000 shares, subject to adjustment from time to
time in accordance with the provisions of this Section VI. None
of the additional shares resulting from such annual increases may
be made the subject of Incentive Options granted under the Plan.
C. After the effective Date of the Plan, in no event
may which any one individual participating in the Plan be granted
stock options, concurrently or independently exercisable stock
appreciation rights and receive direct stock issuances exceeding
2,000,000 shares in the aggregate over the term of the Plan,
subject to periodic adjustment for certain changes in the
Company's capital structure in accordance with the provisions of
this Section VI. E.
D. Should one or more outstanding options under this
Plan (including outstanding options under the Predecessor Plans
incorporated into this Plan) expire or terminate for any reason
prior to exercise in full (including any option cancelled in
accordance with the cancellation-regrant provisions of Section IV
of Article Two), then the shares subject to the portion of each
option not so exercised shall be available for subsequent
issuance under the Plan. Shares subject to any stock
appreciation rights exercised under the Plan and all share
issuances under the Plan (other than issuances in payment of
exercised stock appreciation rights), whether or not the issued
shares are subsequently repurchased by the Corporation pursuant
to its repurchase rights under the Plan, shall reduce on a share-
for-share basis the number of shares of Common Stock available
for subsequent issuance under the Plan. In addition, should the
exercise price of an outstanding option under the Plan (including
any option incorporated from the Predecessor Plans) be paid with
shares of Common Stock or should shares of Common Stock otherwise
issuable under the Plan be withheld by the Corporation in
satisfaction of the withholding taxes incurred in connection with
the exercise of an outstanding option under the Plan or the
vesting of a share issuance under the Plan, then the number of
shares of Common Stock available for issuance under the Plan
shall be reduced by the gross number of shares for which the
option is exercised or which vest under the share issuance, and
not by the net number of shares of Common Stock actually issued
to the holder of such option or share issuance.
E. Should any change be made to the Common Stock
issuable under the Plan 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, then
appropriate adjustments shall be made to (i) the maximum number
and/or class of securities issuable under the Plan, (ii) the
limit on the number and/or class of securities which are allowed
to remain available for future option grants and stock issuances
in connection with the automatic one percent (1%) increase to the
share reserve effected each year under the Plan, (iii) the
maximum number and/or class of securities for which any one
individual participating in the Plan may be granted stock
options, concurrently or independently exercisable stock
appreciation rights and direct stock issuances in the aggregate
over the term of the Plan, (iv) the number and/or class of
securities for which automatic option grants are to be
subsequently made to each newly elected or continuing non-
employee Board member under the Automatic Option Grant Program
and (v) the number and/or class of securities and price per share
in effect under each option and stock appreciation right
outstanding under the Plan (including each option incorporated
into this Plan from the Predecessor Plans). Such adjustments to
the outstanding options are to be effected in a manner which
shall preclude the enlargement or dilution of rights and benefits
under such options. The adjustments determined by the Plan
Administrator shall be final, binding and conclusive.
ARTICLE TWO
DISCRETIONARY OPTION GRANT PROGRAM
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I. TERMS AND CONDITIONS OF OPTIONS
Options granted pursuant to the Discretionary Option
Grant Program shall be authorized by action of the Plan
Administrator and may, at the Plan Administrator's discretion, be
either Incentive Options or Non-Statutory Options. Individuals
who are not Employees may only be granted Non-Statutory Options.
Each granted option shall be evidenced by one or more instruments
in the form approved by the Plan Administrator; provided,
however, that each such instrument shall comply with the terms
and conditions specified below. Each instrument evidencing an
Incentive Option shall, in addition, be subject to the applicable
provisions of Section II of this Article Two.
A. Exercise Price.
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1. The exercise price per share under this Article
Two shall be fixed by the Plan Administrator in accordance with
the following provisions:
The exercise price per share of Common Stock
subject to an Incentive Option shall in no event be less than one
hundred percent (100%) of the Fair Market Value of such Common
Stock on the grant date.
The exercise price per share of Common Stock
subject to a Non-Statutory Option shall be the amount determined
by the Plan Administrator at the time of grant and may be less
than, equal to or greater than the Fair Market Value of such
Common Stock on the grant date.
2. The exercise price shall become immediately due
upon exercise of the option and, subject to the provisions of
Section I of Article Seven and the instrument evidencing the
grant, shall be payable in one of the alternative forms specified
below:
(i) full payment in cash or check made
payable to the Corporation's order,
(ii) full payment in shares of Common Stock
held for the requisite period necessary to avoid a charge to the
Corporation's earnings for financial reporting purposes and
valued at Fair Market Value on the Exercise Date,
(iii) full payment in a combination of shares
of Common Stock held for the requisite period necessary to avoid
a charge to the Corporation's earnings for financial reporting
purposes and valued at Fair Market Value on the Exercise Date and
cash or check made payable to the Corporation's order, or
(iv) to the extent the option is exercised
for vested shares, full payment through a broker-dealer sale and
remittance procedure pursuant to which the Optionee shall provide
concurrent irrevocable written instructions (I) to a Corporation-
designated brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of the sale
proceeds available on the settlement date, sufficient funds to
cover the aggregate exercise price payable for the purchased
shares plus all applicable federal, state and local income and
employment taxes required to be withheld by the Corporation in
connection with such purchase and (II) to the Corporation to
deliver the certificates for the purchased shares directly to
such brokerage firm in order to complete the sale transaction
(the "Immediate Sale Program").
B. Term and Exercise of Options. Each option granted
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under this Article Two shall be exercisable at such time or
times, during such period and for such number of shares as shall
be determined by the Plan Administrator and set forth in the
instrument evidencing such option. No Incentive Option shall,
however, have a maximum term in excess of ten (10) years, and no
Non-Statutory Option shall have a maximum term in excess of
fifteen (15) years. During the lifetime of the Optionee, the
option, together with any stock appreciation rights pertaining to
such option, shall be exercisable only by the Optionee and shall
not be assignable or transferable except for a transfer of the
option effected by will or by the laws of descent and
distribution following the Optionee's death.
C. Termination of Service.
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1. Should an Optionee cease Service for any reason
(including death or Permanent Disability) while holding one or
more outstanding options under this Article Two, then none of
those options shall (except to the extent otherwise provided
pursuant to subparagraph I.C.7 below) remain exercisable for more
than a thirty-six (36)-month period (or such shorter period
determined by the Plan Administrator and set forth in the
instrument evidencing the grant) measured from the date of such
cessation of Service.
2. Any option held by the Optionee under this Article
Two and exercisable in whole or in part on the date of his or her
death may be subsequently exercised by the personal
representative of the Optionee's estate or by the person or
persons to whom the option is transferred pursuant to the
Optionee's will or in accordance with the laws of descent and
distribution. However, the right to exercise such option shall
lapse upon the earlier of (i) the third anniversary of the date
of the Optionee's death (or such shorter period determined by the
Plan Administrator and set forth in the instrument evidencing the
grant) or (ii) the specified expiration date of the option term.
Accordingly, upon the occurrence of the earlier event, the option
shall terminate and cease to remain outstanding.
3. Under no circumstances shall any such option be
exercisable after the specified expiration date of the option
term.
4. During the applicable post-Service exercise
period, the option may not be exercised in the aggregate for more
than the number of shares (if any) in which the Optionee is
vested at the time of his or her cessation of Service. Upon the
expiration of the limited post-Service exercise period or (if
earlier) upon the specified expiration date of the option term,
each such option shall terminate and cease to remain outstanding
with respect to any vested shares for which the option has not
otherwise been exercised. However, each outstanding option shall
immediately terminate and cease to remain outstanding, at the
time of the Optionee's cessation of Service, with respect to any
shares for which the option is not otherwise at that time
exercisable or in which the Optionee is not otherwise vested.
5. Should the Optionee's Service be terminated for
Misconduct, all outstanding options held by the Optionee under
this Article Two shall terminate immediately and cease to remain
outstanding.
6. The Plan Administrator shall have complete
discretion, exercisable either at the time the option is granted
or at any time while the option remains outstanding, to permit
one or more options held by the Optionee under this Article Two
to be exercised, during the limited post-Service exercise period
applicable under this Section I.C, not only with respect to the
number of vested shares of Common Stock for which each such
option is exercisable at the time of the Optionee's cessation of
Service but also with respect to one or more subsequent
installments of vested shares for which the option would
otherwise have become exercisable had such cessation of Service
not occurred.
7. The Plan Administrator shall have full power and
authority, exercisable either at the time the option is granted
or at any time while the option remains outstanding, to extend
the period of time for which the option is to remain exercisable
following the Optionee's cessation of Service or death from the
limited period in effect under subparagraphs I.C.1 and I.C.2
above to such greater period of time as the Plan Administrator
shall deem appropriate. In no event, however, shall such option
be exercisable after the specified expiration date of the option
term.
D. Stockholder Rights. An Optionee shall have none
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of the rights of a stockholder with respect to any option shares
until such individual shall have exercised the option and paid
the exercise price for the purchased shares.
E. Repurchase Rights. The shares of Common Stock
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acquired under this Article Two may be subject to repurchase by
the Corporation in accordance with the following provisions:
1. The Plan Administrator shall have the discretion
to grant options which are exercisable for unvested shares of
Common Stock under this Article Two. Should the Optionee cease
Service while holding any unvested shares purchased under such
options, then the Corporation shall have the right to repurchase
any or all of those unvested shares at the exercise price paid
per share. The terms and conditions upon which such repurchase
right shall be exercisable (including the period and procedure
for exercise and the appropriate vesting schedule for the
purchased shares) shall be established by the Plan Administrator
and set forth in the instrument evidencing such repurchase right.
2. All of the Corporation's outstanding repurchase
rights under this Article Two shall automatically terminate, and
all shares subject to such terminated rights shall immediately
vest in full, upon the occurrence of a Corporate Transaction,
except to the extent: (i) any such repurchase right is expressly
assigned to the successor corporation (or parent thereof) in
connection with the Corporate Transaction or (ii) such
accelerated vesting is precluded by other limitations imposed by
the Plan Administrator at the time the repurchase right is
issued.
3. The Plan Administrator shall have the
discretionary authority, exercisable either before or after the
Optionee's cessation of Service, to cancel the Corporation's
outstanding repurchase rights with respect to one or more shares
purchased or purchasable by the Optionee under this Article Two
and thereby accelerate the vesting of such shares in whole or in
part at any time.
II. INCENTIVE OPTIONS
The terms and conditions specified below shall be
applicable to all Incentive Options granted under this Article
Two. Incentive Options may only be granted to individuals who
are Employees. Options which are specifically designated as Non-
Statutory Options when issued under the Plan shall not be subject
to such terms and conditions.
A. Dollar Limitation. The aggregate Fair Market
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Value (determined as of the respective date or dates of grant) of
the Common Stock for which one or more options granted to any
Employee under this Plan (or any other option plan of the
Corporation or its Subsidiaries) may for the first time become
exercisable as incentive stock options under the federal tax laws
during any one calendar year shall not exceed the sum of One
Hundred Thousand Dollars ($100,000). To the extent the Employee
holds two (2) or more such options which become exercisable for
the first time in the same calendar year, the foregoing
limitation on the exercisability of such options as incentive
stock options under the federal tax laws shall be applied on the
basis of the order in which such options are granted. Should the
number of shares of Common Stock for which any Incentive Option
first becomes exercisable in any calendar year exceed the
applicable One Hundred Thousand Dollar ($100,000) limitation,
then the option may nevertheless be exercised in that calendar
year for the excess number of shares as a Non-Statutory Option
under the federal tax laws.
B. 10% Stockholder. If any individual to whom an
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Incentive Option is granted is the owner of stock (as determined
under Section 424(d) of the Code) possessing ten percent (10%) or
more of the total combined voting power of all classes of stock
of the Corporation or any one of its Subsidiaries, then the
exercise price per share shall not be less than one hundred ten
percent (110%) of the Fair Market Value per share of Common Stock
on the grant date and the option term shall not exceed five (5)
years measured from the grant date.
Except as modified by the preceding provisions of this
Section II, the provisions of Articles One, Two and Seven shall
apply to all Incentive Options granted hereunder.
III. CORPORATE TRANSACTIONS/CHANGES IN CONTROL/
HOSTILE TAKE-OVER
A. In the event of any Corporate Transaction, each
option which is at the time outstanding under this Article Two
shall automatically accelerate so that each such option shall,
immediately prior to the specified effective date for such
Corporate Transaction, become fully exercisable with respect to
the total number of shares of Common Stock at the time subject to
such option and may be exercised for all or any portion of such
shares. However, an outstanding option under this Article Two
shall not so accelerate if and to the extent: (i) such option
is, in connection with the Corporate Transaction, either to be
assumed by the successor corporation or parent thereof or to be
replaced with a comparable option to purchase shares of the
capital stock of the successor corporation or parent thereof,
(ii) such option is to be replaced with a cash incentive program
of the successor corporation which preserves the option spread
existing at the time of the Corporate Transaction and provides
for subsequent payout in accordance with the same vesting
schedule applicable to such option or (iii) the acceleration of
such option is subject to other limitations imposed by the Plan
Administrator at the time of the option grant. The determination
of option comparability under clause (i) above shall be made by
the Plan Administrator, and its determination shall be final,
binding and conclusive.
B. The Plan Administrator shall have the
discretionary authority, exercisable either at the time the
option is granted or at any time while the option remains
outstanding, to provide for the automatic acceleration of one or
more outstanding options under this Article Two upon the
occurrence of a Corporate Transaction, whether or not those
options are to be assumed or replaced in the Corporate
Transaction, or alternatively to provide for the subsequent
acceleration of any outstanding options under this Article Two
which do not otherwise accelerate at the time of the Corporate
Transaction, should the Optionee's Service terminate through an
Involuntary Termination effected within a designated period
following the effective date of such Corporate Transaction. The
Plan Administrator shall also have the authority to provide for
the immediate termination of any of the Corporation's outstanding
repurchase rights under this Article Two which do not otherwise
terminate at the time of the Corporate Transaction, upon the
subsequent termination of the Optionee's Service through an
Involuntary Termination effected within a designated period
following the effective date of such Corporate Transaction.
C. Immediately following the consummation of the
Corporate Transaction, all outstanding options under this Article
Two shall terminate and cease to remain outstanding, except to
the extent assumed by the successor corporation or its parent
company.
D. Each outstanding option under this Article Two
that is assumed in connection with the Corporate Transaction or
is otherwise to continue in effect shall be appropriately
adjusted, immediately after such Corporate Transaction, to apply
and pertain to the number and class of securities which would
have been issued to the option holder, in consummation of such
Corporate Transaction, had such person exercised the option
immediately prior to such Corporate Transaction. Appropriate
adjustments shall also be made to the exercise price payable per
share, provided the aggregate exercise price payable for such
securities shall remain the same. In addition, the class and
number of securities available for issuance under the Plan on
both an aggregate and per individual basis following the
consummation of the Corporate Transaction shall be appropriately
adjusted.
E. The Plan Administrator shall have the
discretionary authority, exercisable either at the time the
option is granted or at any time while the option remains
outstanding, to provide for the automatic acceleration of one or
more outstanding options under this Article Two (and the
termination of one or more of the Corporation's outstanding
repurchase rights under this Article Two) upon the occurrence of
a Change in Control or Hostile Take-Over. The Plan Administrator
shall also have full power and authority to condition any such
option acceleration (and the termination of any outstanding
repurchase rights) upon the subsequent termination of the
Optionee's Service through an Involuntary Termination effected
within a specified period following the Change in Control or
Hostile Take-Over.
F. Any options accelerated in connection with the
Change in Control or Hostile Take-Over shall remain fully
exercisable until the expiration or sooner termination of the
option term or the surrender of such option in accordance with
Section V of this Article Two.
G. The grant of options under this Article Two shall
in no way affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.
H. The portion of any Incentive Option accelerated
under this Section III in connection with a Corporate
Transaction, Change in Control or Hostile Take-Over shall remain
exercisable as an incentive stock option under the federal tax
laws only to the extent the dollar limitation of Section II of
Article Two is not exceeded. To the extent such dollar
limitation is exceeded, the accelerated portion of such option
shall be exercisable as a non-statutory option under the federal
tax laws.
IV. CANCELLATION AND REGRANT OF OPTIONS
The Plan Administrator shall have the sole and
exclusive authority to effect, at any time and from time to time,
with the consent of the affected Optionees, the cancellation of
any or all outstanding options under this Article Two (including
outstanding options under the Predecessor Plans incorporated into
this Plan) and to grant in substitution new options under the
Plan covering the same or different numbers of shares of Common
Stock but with an exercise price per share based upon the Fair
Market Value of the Common Stock on the new grant date.
V. STOCK APPRECIATION RIGHTS
A. The Plan Administrator shall have full power and
authority, exercisable in its sole discretion, to grant to
selected Optionees or other individuals eligible to receive
option grants under the Discretionary Option Grant Program stock
appreciation rights.
B. Four types of stock appreciation rights shall be
authorized for issuance under the Plan: (i) Tandem Stock
Appreciation Rights ("Tandem Rights"), Concurrent Stock
Appreciation Rights ("Concurrent Rights"), Independent Stock
Appreciation Rights ("Independent Rights") and Limited Stock
Appreciation Rights ("Limited Rights").
C. The following terms and conditions shall govern
the grant and exercise of Tandem Rights under this Article Two:
1. One or more Optionees may be granted the
Tandem Right, exercisable upon such terms and conditions as the
Plan Administrator may establish, to elect between the exercise
of the underlying Article Two stock option for shares of Common
Stock and the surrender of that option in exchange for a
distribution from the Corporation in an amount equal to the
excess of (i) the Fair Market Value (on the option surrender
date) of the number of shares in which the Optionee is at the
time vested under the surrendered option (or surrendered portion
thereof) over (ii) the aggregate exercise price payable for such
vested shares.
2. No such option surrender shall be effective
unless it is approved by the Plan Administrator. If the
surrender is so approved, then the distribution to which the
Optionee shall accordingly become entitled under this Section V
may be made in shares of Common Stock valued at Fair Market Value
on the option surrender date, in cash, or partly in shares and
partly in cash, as the Plan Administrator shall in its sole
discretion deem appropriate.
3. If the surrender of an option is rejected by
the Plan Administrator, then the Optionee shall retain whatever
rights the Optionee had under the surrendered option (or
surrendered portion thereof) on the option surrender date and may
exercise such rights at any time prior to the later of (i) five
(5) business days after the receipt of the rejection notice or
(ii) the last day on which the option is otherwise exercisable in
accordance with the terms of the instrument evidencing such
option, but in no event may such rights be exercised more than
ten (10) years after the date of the option grant.
D. The following terms and conditions shall govern
the grant and exercise of Concurrent Rights under this Article
Two:
1. One or more Optionees may be granted, upon
such terms and conditions as the Plan Administrator may
establish, the Concurrent Right to automatically receive an
appreciation distribution from the Corporation at the same time
the underlying stock option under this Article Two is exercised
for the shares of Common Stock subject to such right.
Accordingly, the Optionee shall, upon exercise of the option,
receive both the purchased shares of Common Stock and the
appreciation distribution payable on the covered shares.
2. The amount of the distribution payable upon
exercise of the Concurrent Right shall not exceed an amount equal
to the excess of (i) the Fair Market Value (on the option
exercise date) of the number of shares for which the option is
exercised over (ii) the aggregate exercise price payable for such
shares under that option.
3. The distribution to which the Optionee shall
become entitled under this Section V may be made in shares of
Common Stock valued at Fair Market Value on the option exercise
date, in cash, or partly in shares and partly in cash, as the
Plan Administrator shall in its sole discretion deem appropriate.
E. The following terms and conditions shall govern
the grant and exercise of Independent Rights under this Article
Two:
1. One or more individuals eligible to
participate in the Discretionary Option Grant Program may be
granted an Independent Right not tied to any underlying Article
Two stock option. The Independent Right shall be exercisable
upon such terms and conditions as the Plan Administrator may
establish and shall entitle the holder to receive a distribution
from the Corporation in an amount equal to the excess of (i) the
aggregate Fair Market Value (on the exercise date of such right)
of the shares of Common Stock subject to the exercised right over
(ii) the aggregate base price in effect for those shares.
2. The number of shares subject to the
Independent Right and the base price in effect for those shares
shall be determined by the Plan Administrator in its sole
discretion at the time the Independent Right is granted. The
base price may be less than, equal to or greater than the Fair
Market Value (on the grant date of the right) of the shares
subject to that right.
3. The distribution to which the holder of the
Independent Right shall become entitled under this Section V may
be made in shares of Common Stock valued at Fair Market Value on
the exercise date of such right, in cash, or partly in shares and
partly in cash, as the Plan Administrator shall in its sole
discretion deem appropriate.
F. The following terms and conditions shall govern
the grant and exercise of Limited Rights under this Article Two:
1. One or more officers of the Corporation
subject to the short-swing profit restrictions of the federal
securities laws may, in the Plan Administrator's sole discretion,
be granted Limited Rights with respect to their outstanding
options under this Article Two.
2. Upon the occurrence of a Hostile Take-Over,
each such officer holding one or more options with such a Limited
Right in effect for at least six (6) months shall have the
unconditional right (exercisable for a thirty (30)-day period
following such Hostile Take-Over) to surrender each such option
to the Corporation, to the extent the option is at the time
exercisable for fully vested shares of Common Stock. The officer
shall in return be entitled to a cash distribution from the
Corporation in an amount equal to the excess of (i) the Take-Over
Price of the vested shares of Common Stock at the time subject to
each surrendered option (or surrendered portion of such option)
over (ii) the aggregate exercise price payable for such vested
shares. Such cash distribution shall be made within five (5)
days following the option surrender date.
3. Neither the approval of the Plan
Administrator nor the consent of the Board shall be required in
connection with such option surrender and cash distribution. Any
unsurrendered portion of the option shall continue to remain
outstanding and become exercisable in accordance with the terms
of the instrument evidencing such grant.
G. The shares of Common Stock subject to any stock
appreciation right exercised under this Section V shall not be
available for subsequent issuance under the Plan.
ARTICLE THREE
AUTOMATIC OPTION GRANT PROGRAM
--------------------------------
I. ELIGIBILITY
A. Eligible Optionees. The individuals eligible to
------------------
receive automatic option grants pursuant to the provisions of
this Article Three shall be limited to (i) those individuals who
are first elected as non-employee Board members at the 1994
Annual Meeting of Stockholders, (ii) those individuals who are
first elected or appointed as non-employee Board members after
the date of such Annual Meeting, whether through appointment by
the Board or election by the Corporation's stockholders, and
(iii) those individuals who are re-elected to serve as non-
employee Board members at one or more Annual Stockholder Meetings
beginning with the 1994 Annual Meeting. Any non-employee Board
member eligible to participate in the Automatic Option Grant
Program pursuant to the foregoing criteria shall be designated an
Eligible Director for purposes of this Article Three.
B. Limitation. Except for the option grants to be
----------
made pursuant to the provisions of this Automatic Option Grant
Program and any share issuance to be made pursuant to the
provisions of the Stock Fee Program under Article Four, non-
employee Board members shall not be eligible to receive any
option grants or stock issuances under this Plan or any other
stock plan of the Corporation (or its Subsidiaries).
II. TERMS AND CONDITIONS OF AUTOMATIC OPTION GRANTS
A. Grant Dates. Option grants shall be made under
-----------
this Article Three on the dates specified below:
1. Each individual who is first elected as an
Eligible Director at the 1994 Annual Meeting of Stockholders
shall automatically be granted on the date of such Meeting a Non-
Statutory Option to purchase 5,000 shares of Common Stock upon
the terms and conditions of this Article Three.
2. Each individual who first becomes an Eligible
Director after the date of the 1994 Annual Meeting of
Stockholders, whether through election by the Corporation's
stockholders or appointment by the Board, shall automatically be
granted, at the time of such initial election or appointment, a
Non-Statutory Option to purchase 5,000 shares of Common Stock
upon the terms and conditions of this Article Three.
3. On the date of each Annual Meeting of
Stockholders, beginning with the 1994 Annual Meeting, each
individual who is at that time re-elected as a non-employee Board
member shall automatically be granted a Non-Statutory Option to
purchase an additional 5,000 shares of Common Stock upon the
terms and conditions of this Article Three, provided such
individual has served as a Board member for at least twelve (12)
months.
B. No Limitation. There shall be no limit on the
-------------
number of such 5,000-share annual option grants any one Eligible
Director may receive over his or her period of Board service.
The number of shares for which the automatic option grants are to
be made to newly elected or continuing Eligible Directors shall
be subject to periodic adjustment pursuant to the applicable
provisions of Section VI.E. of Article One.
C. Exercise Price. The exercise price per share of
--------------
Common Stock of each automatic option grant made under this
Article Three shall be equal to one hundred percent (100%) of the
Fair Market Value per share of Common Stock on the automatic
grant date.
D. Payment. The exercise price shall be payable in
-------
any of the alternative forms authorized under Section I.A.2 of
Article Two. To the extent the option is exercised for any
unvested shares, the Optionee must execute and deliver to the
Corporation a stock purchase agreement for those unvested shares
which provides the Corporation with the right to repurchase, at
the exercise price paid per share, any unvested shares held by
the Optionee at the time of cessation of Board service and which
precludes the sale, transfer or other disposition of the
purchased shares at any time while those shares remain subject to
the Corporation's repurchase right.
E. Option Term. Each automatic grant under this
-----------
Article Three shall have a maximum term of ten (10) years
measured from the automatic grant date.
F. Exercisability/Vesting. Each automatic grant
----------------------
shall be immediately exercisable for any or all of the option
shares. However, any shares purchased under the option shall be
subject to repurchase by the Corporation, at the exercise price
paid per share, upon the Optionee's cessation of Board service
prior to vesting in those shares. Each automatic grant shall
vest, and the Corporation's repurchase right shall lapse, in a
series of two (2) equal and successive annual installments over
the Optionee's period of continued service as a Board member,
with the first such installment to vest upon Optionee's
completion of one (1) year of Board service measured from the
automatic grant date.
Vesting of the option shares shall be subject to
acceleration as provided in Section II.H.3 and Section III of
this Article Three. In no event shall any additional option
shares vest after the Optionee's cessation of Board service,
except as otherwise provided pursuant to Section II.H.3 of this
Article Three.
G. Non-Transferability. During the lifetime of the
-------------------
Optionee, the automatic option grant, together with the limited
stock appreciation right pertaining to such option, shall be
exercisable only by the Optionee and shall not be assignable or
transferable except for a transfer of the option effected by will
or by the laws of descent and distribution following the
Optionee's death.
H. Termination of Board Service.
----------------------------
1. Should the Optionee cease to serve as a Board
member for any reason (other than death or Permanent Disability)
while holding one or more automatic option grants under this
Article Three, then such individual shall have a six (6)-month
period following the date of such cessation of Board service in
which to exercise each such option for any or all of the option
shares in which the Optionee is vested at the time of such
cessation of Board service. However, each such option shall
immediately terminate and cease to remain outstanding, at the
time of such cessation of Board service, with respect to any
option shares in which the Optionee is not otherwise at that time
vested under such option.
2. Should the Optionee die within six (6) months
after cessation of Board service, then any automatic option grant
held by the Optionee at the time of death may subsequently be
exercised, for any or all of the option shares in which the
Optionee is vested at the time of his or her cessation of Board
service (less any option shares subsequently purchased by the
Optionee prior to death), by the personal representative of the
Optionee's estate or by the person or persons to whom the option
is transferred pursuant to the Optionee's will or in accordance
with the laws of descent and distribution. The right to exercise
each such option shall lapse upon the expiration of the twelve
(12)-month period measured from the date of the Optionee's death.
3. Should the Optionee die or become Permanently
Disabled while serving as a Board member, then the shares of
Common Stock at the time subject to each automatic option grant
held by the Optionee shall immediately vest in full (and the
Corporation's repurchase right with respect to such shares shall
terminate), and the Optionee (or the representative of the
Optionee's estate or the person or persons to whom the option is
transferred upon the
Optionee's death) shall have a twelve (12)-month period following
the date of the Optionee's cessation of Board service in which to
exercise such option for any or all of those vested shares of
Common Stock.
4. In no event shall any automatic grant under this
Article Three remain exercisable after the expiration date of the
ten (10)-year option term. Upon the expiration of the applicable
post-service exercise period under subparagraphs 1 through 3
above or (if earlier) upon the expiration of the ten (10)-year
option term, the automatic grant shall terminate and cease to be
outstanding for any option shares in which the Optionee was
vested at the time of his or her cessation of Board service but
for which such option was not otherwise exercised.
I. Stockholder Rights. The holder of an automatic
------------------
option grant under this Article Three shall have none of the
rights of a stockholder with respect to any shares subject to
that option until such individual shall have exercised the option
and paid the exercise price for the purchased shares.
J. Remaining Terms. The remaining terms and
---------------
conditions of each automatic option grant shall be as set forth
in the form Automatic Stock Option Agreement attached as Exhibit
A to the Plan.
III. CORPORATE TRANSACTION/CHANGE IN CONTROL/
HOSTILE TAKE-OVER
A. In the event of any Corporate Transaction, the
shares of Common Stock at the time subject to each outstanding
option under this Article Three but not otherwise vested shall
automatically vest in full and the Corporation's repurchase right
with respect to those shares shall terminate, so that each such
option shall, immediately prior to the specified effective date
for the Corporate Transaction, become fully exercisable for all
of the shares of Common Stock at the time subject to that option
and may be exercised for all or any portion of such shares as
fully vested shares of Common Stock. Immediately following the
consummation of the Corporate Transaction, all automatic option
grants under this Article Three shall terminate and cease to
remain outstanding, except to the extent one or more such grants
are assumed by the successor entity or its parent corporation.
B. In connection with any Change in Control or
Hostile Take-Over of the Corporation, the shares of Common Stock
at the time subject to each outstanding option under this Article
Three but not otherwise vested shall automatically vest in full
and the Corporation's repurchase right with respect to those
shares shall terminate, so that each such option shall,
immediately prior to the specified effective date for the Change
in Control or Hostile Take-Over, become fully exercisable for all
of the shares of Common Stock at the time subject to that option
and may be exercised for all or any portion of such shares as
fully vested shares of Common Stock. Each option shall remain so
exercisable for all the option shares following the Change in
Control or Hostile Take-Over until the expiration or sooner
termination of the option term.
C. Upon the occurrence of a Hostile Take-Over, the
Optionee shall also have a thirty (30)-day period in which to
surrender to the Corporation each option held by him or her under
this Article Three for a period of at least six (6) months. The
Optionee shall in return be entitled to a cash distribution from
the Corporation in an amount equal to the excess of (i) the Take-
Over Price of the shares of Common Stock at the time subject to
the surrendered option over (ii) the aggregate exercise price
payable for such shares. Such cash distribution shall be paid
within five (5) days following the surrender of the option to the
Corporation. Neither the approval of the Plan Administrator nor
the consent of the Board shall be required in connection with
such option surrender and cash distribution. The shares of Common
Stock subject to each option surrendered in connection with the
Hostile Take-Over shall not be available for subsequent issuance
under the Plan.
D. The automatic option grants outstanding under this
Article Three shall in no way affect the right of the Corporation
to adjust, reclassify, reorganize or otherwise change its capital
or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or
assets.
IV. AMENDMENT OF THE AUTOMATIC GRANT PROVISIONS
The provisions of this Automatic Option Grant Program,
together with the automatic option grants outstanding under this
Article Three, may not be amended at intervals more frequently
than once every six (6) months, other than to the extent
necessary to comply with applicable federal income tax laws and
regulations.
ARTICLE FOUR
STOCK FEE PROGRAM
-------------------
I. ELIGIBILITY
Each individual serving as a non-employee Board member
shall be eligible to elect to apply all or any portion of the
annual retainer fee otherwise payable to such individual in cash
to the acquisition of unvested shares of Common Stock upon the
terms and conditions of this Article Four.
II. ELECTION PROCEDURE
A. Filing. The non-employee Board member must make
------
the stock-in-lieu-of-fee election prior to the start of the
calendar year for which the election is to be effective. The
first calendar year for which any such election may be filed
shall be the 1995 calendar year. The election, once filed, shall
be irrevocable. The election for any upcoming calendar year may
be filed at any time prior to the start of that year, but in no
event later than December 31 of the immediately preceding
calendar year. The non-employee Board member may file a standing
election to be in effect for two (2) or more consecutive calendar
years or to remain in effect indefinitely until revoked by
written instrument filed with the Plan Administrator at least six
(6) months prior to the start of the first calendar year for
which such standing election is no longer to remain in effect.
B. Election Form. The election must be filed with
-------------
the Plan Administrator on the appropriate form provided for this
purpose. On the election form, the non-employee Board member
must indicate the percentage or dollar amount of his or her
annual retainer fee to be applied to the acquisition of unvested
restricted shares under this Article Six Program.
III. SHARE ISSUANCE
A. Issue Date. On the first trading day in January
----------
of the calendar year for which the election is effective, the
portion of the retainer fee subject to such election shall
automatically be applied to the acquisition of shares of Common
Stock by dividing the elected dollar amount by the Fair Market
Value per share of Common Stock on that trading day. The number
of issuable shares shall be rounded down to the next whole share,
and the issued shares shall be held in escrow by the Secretary of
the Corporation as partly-paid shares until the non-employee
Board member vests in those shares. The non-employee Board
member shall have full shareholder rights, including voting,
dividend and liquidation rights, with respect to all issued
shares held in escrow on his or her behalf, but such shares shall
not be assignable or transferable while they remain unvested.
B. Vesting. Upon completion of each calendar month
-------
of Board service during the year for which the election is in
effect, the non-employee Board member shall vest in one-twelfth
(1/12) of the issued shares, and the stock certificate for those
shares shall be released from escrow. Immediate vesting in all
the issued shares shall occur in the event (i) the non-employee
Board member should die or become Permanently Disabled during his
or her period of Board service or (ii) there should occur a
Corporate Transaction, Change in Control or Hostile Take-Over
occur while such individual remains in Board service. Should
such individual cease Board service prior to vesting in one or
more monthly installments of the issued shares, then those
unvested shares shall be cancelled by the Corporation, and the
non-employee Board member shall not be entitled to any cash
payment or other consideration from the Corporation with respect
to the cancelled shares and shall have no further shareholder
rights with respect to such shares.
IV. AMENDMENT OF THE STOCK FEE PROGRAM PROVISIONS
A. Limited Amendments. The provisions of this Stock
------------------
Fee Program, together with the unvested share issuances
outstanding under this Article Four, may not be amended at
intervals more frequently than once every six (6) months, other
than to the extent necessary to comply with applicable federal
income tax laws and regulations.
ARTICLE FIVE
SALARY REDUCTION GRANT PROGRAM
--------------------------------
I. ELIGIBILITY
The Plan Administrator shall have plenary authority to
select, prior to the start of each calendar year, the particular
key employees who shall be eligible for participation in the
Salary Reduction Grant Program for that calendar year. In order
to participate for a particular calendar year, each selected
individual must, prior to the start of that calendar year, file
with the Plan Administrator (or its designate) an irrevocable
authorization directing the Corporation to reduce his or her base
salary for that calendar year by a designated multiple of one
percent (1%), but in no event less than five percent (5%).
The Plan Administrator shall review the filed
authorizations and determine whether to approve, in whole or in
part, one or more of those authorizations. To the extent the
Plan Administrator approves one or more authorizations, the
individuals who filed those authorizations shall be granted
options under this Salary Reduction Grant Program. To the extent
one or more authorizations are not approved by the Primary
Committee, those authorizations shall have no force or effect and
no options shall be granted under this Article Five to the
individuals who filed those authorizations.
To the extent options are granted under the Salary
Reduction Grant Program, such options shall be Non-Statutory
Options evidenced by instruments in such form as the Primary
Committee shall from time to time approve; provided, however,
that each such instrument shall comply with and incorporate the
terms and conditions specified below.
II. TERMS AND CONDITIONS OF OPTION
A. Exercise Price.
--------------
1. The exercise price per share shall be thirty-three
and one-third percent (33-1/3%) of the Fair Market Value per
share of Common Stock on the grant date.
2. The exercise price shall become immediately due
upon exercise of the option and shall be payable in any of the
alternative forms authorized under Section I.A.2 of Article Two.
B. Number of Option Shares. The number of shares of
-----------------------
Common Stock for which each grant under this Article Five is to
be made to a selected Optionee shall be determined pursuant to
the following formula (rounded down to the nearest whole number):
X = A / (B x 66-2/3%), where
X is the number of option shares,
A is the dollar amount of the approved reduction in the
Optionee's base salary for the calendar year, and
B is the Fair Market Value per share of Common Stock on the date
of the grant.
C. Term and Exercise of Options.
----------------------------
1. Each option shall have a maximum term of ten (10)
years measured from the grant date. Provided the Optionee
continues in Service, the option shall become exercisable for
(i) fifty percent (50%) of the option shares on the last day of
June in the calendar year for which the option is granted and for
(ii) the balance of the option shares in a series of six (6)
successive equal monthly installments on the last day of each of
the next six (6) calendar months.
2. During the Optionee's lifetime, the option shall
be exercisable only by the Optionee and shall not be assignable
or transferable other than by transfer of the option effected by
will or by the laws of descent and distribution following the
Optionee's death.
D. Effect of Termination of Service.
--------------------------------
1. Should an Optionee cease Service for any reason
after his or her outstanding option under this Article Five has
become exercisable in whole or in part, then that option shall
remain exercisable, for any or all of the shares for which the
option is exercisable on the date of such cessation of Service,
until the expiration of the ten (10)-year option term or its
sooner termination under Section III.A. of this Article Five.
Following the Optionee's death, such option may be exercised, for
any or all of the shares for which the option is exercisable at
the time of the Optionee's death, by the personal representative
of the Optionee's estate or by the person or persons to whom the
option is transferred pursuant to the Optionee's will or in
accordance with the laws of descent and distribution. Such right
of exercise shall lapse, and the option shall terminate, upon the
expiration of the ten (10)-year option term or its sooner
termination under Section III.A. of this Article Five.
2. Should the Optionee die before his or her
outstanding option under this Article Five becomes exercisable
for any of the option shares, then the personal representative of
the Optionee's estate or the person or persons to whom the option
is transferred pursuant to the Optionee's will or in accordance
with the laws of descent and distribution shall nevertheless have
the right to exercise such option for up to that number of option
shares equal to (i) one-twelfth (1/12) of the total number of
option shares multiplied by (ii) the number of full calendar
months which have elapsed between the first day of the calendar
year for which the option was granted and the last day of the
calendar month during which the Optionee ceases Service. Such
right of exercise shall lapse, and the option shall terminate,
upon the earliest to occur of (i) the specified expiration date
of the option term, (ii) the termination of the option under
Section III.A. of this Article Five or (iii) the third
anniversary of the date of the Optionee's death. However, the
option shall, with respect to any and all option shares for which
it is not exercisable at the time of the Optionee's cessation of
Service, terminate immediately upon such cessation of Service and
shall cease to remain outstanding with respect to those option
shares.
3. Should the Optionee become Permanently Disabled
and cease by reason thereof to remain in Service before his or
her outstanding option under this Article Five becomes
exercisable for any of the option shares, then the Optionee shall
nevertheless have the right to exercise such option for up to
that number of option shares equal to (i) one-twelfth (1/12) of
the total number of option shares multiplied by (ii) the number
of full calendar months which have elapsed between the first day
of the calendar year for which the option was granted and the
last day of the calendar month during which the Optionee ceases
Service. Such right of exercise shall lapse, and the option
shall terminate, upon the expiration of the ten (10)-year option
term or its sooner termination under Section III.A. of this
Article Five. However, the option shall, with respect to any and
all option shares for which it is not exercisable at the time of
the Optionee's cessation of Service, terminate immediately upon
such cessation of Service and shall cease to remain outstanding
with respect to those option shares.
4. Except to the limited extent specifically provided
in subparagraphs 2 and 3 above, should the Optionee cease for any
reason to remain in Service before his or her outstanding option
under this Article Five first become exercisable for one or more
option shares, then that option shall immediately terminate upon
such cessation of Service and shall cease to remain outstanding.
E. Stockholder Rights. The Optionee shall have none
------------------
of the rights of a stockholder with respect to any option shares
until such individual shall have exercised the option and paid
the exercise price for those shares.
III. CORPORATE TRANSACTION/CHANGE IN CONTROL/
HOSTILE TAKE-OVER
A. Should any Corporate Transaction occur while the
Optionee remains in Service, then each outstanding option held by
such Optionee under this Article Five shall become exercisable,
immediately prior to the specified effective date of such
Corporate Transaction, for all of the shares at the time subject
to such option and may be exercised for any or all of such shares
as fully-vested shares of Common Stock. Immediately following
the consummation of the Corporate Transaction, each such option
shall terminate unless assumed by the successor entity or its
parent corporation.
B. Upon the occurrence of (i) a Hostile Take-Over
while the Optionee remains in Service or (ii) the Involuntary
Termination of the Optionee's Service following a Change in
Control, each outstanding option held by such Optionee under this
Article Five shall immediately become exercisable for all of the
shares at the time subject to such option and may be exercised
for any or all of such shares as fully-vested shares of Common
Stock. The option shall remain so exercisable until the
expiration of the ten (10)-year option term.
C. Option grants under this Article Five shall not
affect the Corporation's right to adjust, reclassify, reorganize
or change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer any or all
of its assets.
ARTICLE SIX
STOCK ISSUANCE PROGRAM
------------------------
I. TERMS AND CONDITIONS OF STOCK ISSUANCES
Shares of Common Stock may be issued under the Stock
Issuance Program through direct and immediate purchases without
any intervening stock option grants. The issued shares shall be
evidenced by a Stock Issuance Agreement ("Issuance Agreement")
that complies with the terms and conditions of this Article Six.
A. Consideration
-------------
1. Newly Issued Shares shall be issued under the
Stock Issuance Program for one or more of the following items of
consideration that the Plan Administrator may deem appropriate in
each individual instance:
(i) full payment in cash or check made payable to
the Corporation's order,
(ii) a promissory note payable to the
Corporation's order in one or more installments, which may be
subject to cancellation in whole or in part upon terms and
conditions established by the Plan Administrator, or
(iii) past services rendered to the
Corporation or any Subsidiary.
2. Newly Issued Shares may, in the absolute
discretion of the Plan Administrator, be issued for consideration
with a value less than, equal to or greater than the Fair Market
Value of such shares at the time of issuance, but in no event
less than the par value per issued share of Common Stock.
3. Treasury Shares may be issued under the Stock
Issuance Program for such consideration (including one or more of
the items of consideration specified in subparagraph 1 above) as
the Plan Administrator may deem appropriate, whether such
consideration is in an amount less than, equal to or greater than
the Fair Market Value of the Treasury Shares at the time of
issuance. Treasury Shares may, in lieu of any cash
consideration, be issued subject to such vesting requirements
tied to the Participant's period of future Service or the
Corporation's attainment of specified performance objectives as
the Plan Administrator may establish at the time of issuance.
4. Treasury Shares may also, in the Plan
Administrator's absolute discretion, be issued pursuant to an
irrevocable election by the Participant to receive a portion of
his or her base salary in shares of Common Stock in lieu of such
base salary. Any such issuance shall be effected in accordance
with the following guidelines:
- On the first trading day in January of the
calendar year for which the election is effective, the portion of
base salary subject to such election shall automatically be
applied to the acquisition of Common Stock by dividing the
elected dollar amount by the Fair Market Value per share of the
Common Stock on that trading day. The number of issuable shares
shall be rounded down to the next whole share, and the issued
shares shall be held in escrow by the Secretary of the
Corporation until the Participant vests in those shares. The
Participant shall have full stockholder rights, including voting,
dividend and liquidation rights, with respect to all issued
shares held in escrow on his or her behalf, but such shares shall
not be assignable or transferable while they remain unvested.
- Upon completion of each calendar month of
Service during the year for which the election is in effect, the
Participant shall vest in one-twelfth (1/12) of the issued
shares, and the stock certificate for those shares shall be
released from escrow. All the issued shares shall immediately
vest upon (i) the occurrence of a Corporate Transaction or
Hostile Take-Over while such individual remains in Service or
(ii) the Involuntary Termination of the Participant's Service
following a Change in Control. Should the Participant otherwise
cease Service prior to vesting in one or more monthly
installments of the issued shares, then those unvested shares
shall immediately be surrendered to the Corporation for
cancellation, and the Participant shall not be entitled to any
cash payment or other consideration from the Corporation with
respect to the cancelled shares and shall have no further
stockholder rights with respect to such shares.
B. Vesting Provisions
------------------
1. The shares of Common Stock issued under the Stock
Issuance Program (other than shares issued in lieu of salary)
may, in the absolute discretion of the Plan Administrator, be
fully and immediately vested upon issuance or may vest in
installments over the Participant's period of Service. The
elements of the vesting schedule applicable to any unvested
shares of Common Stock issued under the Stock Issuance Program,
namely:
(i) the Service period to be completed by the
Participant or the performance objectives to be achieved by the
Corporation,
(ii) the number of installments in which the
shares are to vest,
(iii) the interval or intervals (if any) which
are to lapse between installments, and
(iv) the effect which death, Permanent Disability
or other event designated by the Plan Administrator is to have
upon the vesting schedule,
shall be determined by the Plan Administrator and incorporated
into the Issuance Agreement executed by the Corporation and the
Participant at the time such unvested shares are issued.
2. The Participant shall have full stockholder rights
with respect to any shares of Common Stock issued to him or her
under the Stock Issuance Program, whether or not his or her
interest in those shares is vested. Accordingly, the Participant
shall have the right to vote such shares and to receive any
regular cash dividends paid on such shares. Any new, additional
or different shares of stock or other property (including money
paid other than as a regular cash dividend) which the Participant
may have the right to receive with respect to his or her unvested
shares by reason of any stock dividend, stock split,
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 shall be
issued, subject to (i) the same vesting requirements applicable
to the Participant's unvested shares and (ii) such escrow
arrangements as the Plan Administrator shall deem appropriate.
3. Should the Participant cease to remain in Service
while holding one or more unvested shares of Common Stock under
the Stock Issuance Program, then those shares shall be
immediately cancelled by the Corporation, and the Participant
shall have no further stockholder rights with respect to those
shares. To the extent the cancelled shares were previously
issued to the Participant for consideration paid in cash or cash
equivalent (including the Participant's purchase-money promissory
note), the Corporation shall repay to the Participant the cash
consideration paid for the surrendered shares and shall cancel
the unpaid principal balance of any outstanding purchase-money
note of the Participant attributable to such cancelled shares.
The cancelled shares may, at the Plan Administrator's discretion,
be retained by the Corporation as Treasury Shares or may be
retired to authorized but unissued share status.
4. The Plan Administrator may in its discretion elect
to waive the cancellation of one or more unvested shares of
Common Stock (or other assets attributable thereto) which would
otherwise occur upon the non-completion of the vesting schedule
applicable to such shares. Such waiver shall result in the
immediate vesting of the Participant's interest in the shares of
Common Stock as to which the waiver applies. Such waiver may be
effected at any time, whether before or after the Participant's
cessation of Service or the attainment or non-attainment of the
applicable performance objectives.
II. CORPORATE TRANSACTIONS/CHANGE IN CONTROL/
HOSTILE TAKE-OVER
A. Upon the occurrence of any Corporate Transaction,
all unvested shares of Common Stock at the time outstanding under
this Stock Issuance Program (other than shares issued in lieu of
base salary) shall immediately vest in full and the Corporation's
repurchase rights shall terminate, except to the extent: (i) any
such repurchase right is expressly assigned to the successor
corporation (or parent thereof) in connection with the Corporate
Transaction or (ii) such termination is precluded by other
limitations imposed in the Issuance Agreement.
B. The Plan Administrator shall have the
discretionary authority, exercisable at any time while unvested
shares remain outstanding under this Stock Issuance Program, to
provide for the immediate and automatic vesting of those unvested
shares in whole or in part, and the termination of the
Corporation's repurchase rights with respect to those shares,
upon the occurrence of a Change in Control or Hostile Take-Over.
The Plan Administrator shall also have full power and authority
to condition any such accelerated vesting upon the subsequent
termination of the Participant's Service through an Involuntary
Termination effected within a specified period following the
Change in Control or Hostile Take-Over.
II. TRANSFER RESTRICTIONS/SHARE ESCROW
A. Unvested shares may, in the Plan Administrator's
discretion, be held in escrow by the Corporation until the
Participant's interest in such shares vests or may be issued
directly to the Participant with restrictive legends on the
certificates evidencing such unvested shares. To the extent an
escrow arrangement is utilized, the unvested shares and any
securities or other assets issued with respect to such shares
(other than regular cash dividends) shall be delivered in escrow
to the Corporation to be held until the Participant's interest in
such shares (or other securities or assets) vests.
Alternatively, if the unvested shares are issued directly to the
Participant, the restrictive legend on the certificates for such
shares shall read substantially as follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE UNVESTED AND
ARE SUBJECT TO (I) CERTAIN TRANSFER RESTRICTIONS AND (II)
CANCELLATION OR REPURCHASE IN THE EVENT THE REGISTERED HOLDER (OR
HIS/HER PREDECESSOR IN INTEREST) CEASES TO REMAIN IN THE
CORPORATION'S SERVICE. SUCH TRANSFER RESTRICTIONS AND THE TERMS
AND CONDITIONS OF SUCH CANCELLATION OR REPURCHASE ARE SET FORTH
IN A STOCK ISSUANCE AGREEMENT BETWEEN THE CORPORATION AND THE
REGISTERED HOLDER (OR HIS/HER PREDECESSOR IN INTEREST) DATED:
A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL OFFICE OF THE CORPORATION."
B. The Participant shall have no right to transfer
any unvested shares of Common Stock issued to him or her under
the Stock Issuance Program. For purposes of this restriction,
the term "transfer" shall include (without limitation) any sale,
pledge, assignment, encumbrance, gift, or other disposition of
such shares, whether voluntary or involuntary. Upon any such
attempted transfer, the unvested shares shall immediately be
cancelled in accordance with substantially the same procedures in
effect under Section I.B.3 of this Article Six, and neither the
Participant nor the proposed transferee shall have any rights
with respect to such cancelled shares. However, the Participant
shall have the right to make a gift of unvested shares acquired
under the Stock Issuance Program to the Participant's spouse or
issue, including adopted children, or to a trust established for
such spouse or issue, provided the transferee of such shares
delivers to the Corporation a written agreement to be bound by
all the provisions of the Stock Issuance Program and the Issuance
Agreement applicable to the transferred shares.
ARTICLE SEVEN
MISCELLANEOUS
---------------
I. LOANS OR INSTALLMENT PAYMENTS
A. The Plan Administrator may, in its discretion,
assist any Optionee or Participant (including an Optionee or
Participant who is an officer of the Corporation), in the
exercise of one or more options granted to such Optionee under
the Discretionary Option Grant Program or the Salary Reduction
Grant Program or the purchase of one or more shares issued to
such Participant under the Stock Issuance Program, including the
satisfaction of any federal, state and local income and
employment tax obligations arising therefrom, by (i) authorizing
the extension of a loan from the Corporation to such Optionee or
Participant or (ii) permitting the Optionee or Participant to pay
the exercise price or purchase price for the acquired shares in
installments over a period of years. The terms of any loan or
installment method of payment (including the interest rate and
terms of repayment) shall be upon such terms as the Plan
Administrator specifies in the applicable option or issuance
agreement or otherwise deems appropriate under the circumstances.
Loans or installment payments may be authorized with or without
security or collateral. However, the maximum credit available to
the Optionee or Participant may not exceed the exercise or
purchase price of the acquired shares (less the par value of such
shares) plus any federal, state and local income and employment
tax liability incurred by the Optionee or Participant in
connection with the acquisition of such shares.
B. The Plan Administrator may, in its absolute
discretion, determine that one or more loans extended under this
financial assistance program shall be subject to forgiveness by
the Corporation in whole or in part upon such terms and
conditions as the Plan Administrator may deem appropriate.
II. AMENDMENT OF THE PLAN AND AWARDS
A. The Board has complete and exclusive power and
authority to amend or modify the Plan (or any component thereof)
in any or all respects whatsoever. However, (i) no such
amendment or modification shall adversely affect rights and
obligations with respect to stock options, stock appreciation
rights or unvested stock issuances at the time outstanding under
the Plan, unless the Optionee or Participant consents to such
amendment, and (ii) any amendment made to the Automatic Option
Grant Program or the Stock Fee Program (or any stock options or
unvested shares outstanding thereunder) shall be in compliance
with the applicable limitations of Section IV of Article Three
and Section III of Article Four. In addition, the Board may not,
without the approval of the Corporation's stockholders, amend the
Plan to (i) materially increase the maximum number of shares
issuable under the Plan, the number of shares for which options
may be granted to newly elected or continuing non-employee Board
members under Article Three or the maximum number of shares for
which any one individual participating in the Plan may be granted
stock options, concurrently or independently exercisable stock
appreciation rights and direct stock issuances in the aggregate
over the term of the Plan, except for permissible adjustments
under Section VI.E. of Article One, (ii) materially modify the
eligibility requirements for Plan participation or (iii)
materially increase the benefits accruing to Optionees or
Participants.
B. Options to purchase shares of Common Stock may be
granted under the Discretionary Option Grant Program and the
Salary Reduction Grant Program and shares of Common Stock may be
issued under the Stock Issuance Program, which are in excess of
the number of shares then available for issuance under the Plan,
provided any excess shares actually issued under the
Discretionary Option Grant Program, the Salary Reduction Grant
Program or the Stock Issuance Program are held in escrow until
stockholder approval is obtained for a sufficient increase in the
number of shares available for issuance under the Plan. If such
stockholder approval is not obtained within twelve (12) months
after the date the first such excess option grants or excess
share issuances are made, then (i) any unexercised excess options
shall terminate and cease to be exercisable and (ii) the
Corporation shall promptly refund the purchase price paid for any
excess shares actually issued under the Plan and held in escrow,
together with interest (at the applicable short term federal
rate) for the period the shares were held in escrow.
III. TAX WITHHOLDING
A. The Corporation's obligation to deliver shares of
Common Stock upon the exercise of stock options or stock
appreciation rights or the direct issuance or vesting of such
shares under the Plan shall be subject to the satisfaction of all
applicable federal, state and local income tax and employment tax
withholding requirements.
B. The Plan Administrator may, in its discretion and
in accordance with the provisions of this Section III and such
supplemental rules as the Plan Administrator may from time to
time adopt (including the applicable safe-harbor provisions of
Securities and Exchange Commission Rule 16b-3), provide any or
all holders of Non-Statutory Options (other than the automatic
option grants made pursuant to Article Three) or unvested shares
under the Stock Issuance Program with the right to use shares of
Common Stock in satisfaction of all or part of the federal, state
and local income and employment tax liabilities (the "Taxes")
incurred by such holders in connection with the exercise of their
options or the vesting of their shares. Such right may be
provided to any such holder in either or both of the following
formats:
- Stock Withholding: The holder of the Non-
-----------------
Statutory Option or unvested shares may be provided with the
election to have the Corporation withhold, from the shares of
Common Stock otherwise issuable upon the exercise of such Non-
Statutory Option or the vesting of such shares, a portion of
those shares with an aggregate Fair Market Value equal to the
percentage of the Taxes (up to one hundred percent (100%))
specified by such holder.
- Stock Delivery: The holder of the Non-Statutory
--------------
Option or the unvested shares may be provided with the election
to deliver to the Corporation, at the time the Non-Statutory
Option is exercised or the shares vest, one or more shares of
Common Stock previously acquired by such individual (other than
in connection with the option exercise or share vesting
triggering the Taxes) with an aggregate Fair Market Value equal
to the percentage of the Taxes (up to one hundred percent (100%))
specified by such holder.
IV. EFFECTIVE DATE AND TERM OF PLAN
A. This Plan shall become effective immediately upon
approval by the Corporation's stockholders at the 1994 Annual
Meeting. The Plan shall serve as the successor to the
Predecessor Plans, and no further option grants or stock
issuances shall be made under the Predecessor Plans from and
after the date of 1994 Annual Meeting, if this Plan is approved.
B. Each option issued and outstanding under the
Predecessor Plans and each unvested share issued thereunder
immediately prior to the Effective Date of this Plan shall be
incorporated into this Plan and treated as an outstanding option
or share issuance under this Plan, but each such option and share
issuance shall continue to be governed solely by the terms and
conditions of the instrument evidencing such grant or issuance,
and nothing in this Plan shall be deemed to affect or otherwise
modify the rights or obligations of the holders of such options
or share issuances with respect to their acquisition of shares of
Common Stock thereunder.
C. One or more provisions or features of this Plan
may, in the Plan Administrator's discretion, be extended to any
or all stock options or share issuances outstanding under the
Predecessor Plans on the Effective Date and incorporated into
this Plan.
D. The Plan shall terminate upon the earlier of (i)
December 31, 2008 or (ii) the date on which all shares available
for issuance under the Plan shall have been issued or cancelled
pursuant to the exercise of options or stock appreciation rights
or the issuance of shares (whether vested or unvested) under the
Plan. If the date of termination is determined under clause (i)
above, then all option grants and unvested stock issuances
outstanding on such date shall thereafter continue to have force
and effect in accordance with the provisions of the instruments
evidencing such grants or issuances.
V. USE OF PROCEEDS
Any cash proceeds received by the Corporation from the
sale of shares pursuant to option grants or stock issuances under
the Plan shall be used for general corporate purposes.
VI. REGULATORY APPROVALS
A. The implementation of the Plan, the granting of
any option or stock appreciation right under the Plan, the
issuance of any shares under the Stock Issuance Program, and the
issuance of Common Stock upon the exercise of the stock options
and stock appreciation rights granted hereunder shall be subject
to the Corporation's procurement of all approvals and permits
required by regulatory authorities having jurisdiction over the
Plan, the stock options and stock appreciation rights granted
under it and the Common Stock issued pursuant to it.
B. No shares of Common Stock or other assets shall be
issued or delivered under this Plan unless and until there shall
have been compliance with all applicable requirements of federal
and state securities laws, including the filing and effectiveness
of the Form S-8 registration statement for the shares of Common
Stock issuable under the Plan, and all applicable listing
requirements of any securities exchange on which the Common Stock
is then listed for trading.
VII. NO EMPLOYMENT/SERVICE RIGHTS
Neither the action of the Corporation in establishing
the Plan, nor any action taken by the Plan Administrator
hereunder, nor any provision of the Plan shall be construed so as
to grant any individual the right to remain in the Service of the
Corporation (or Subsidiary) for any period of specific duration,
and the Corporation (or any Subsidiary retaining the services of
such individual) may terminate such individual's Service at any
time and for any reason, with or without cause.
<PAGE>
ADDENDUM I TO AMDAHL 1994 STOCK INCENTIVE PLAN
AMDAHL CORPORATION UNITED KINGDOM STOCK OPTION SCHEME
-------------------------------------------------------
Preamble
- --------
This scheme is for the benefit of those employees of
Amdahl Corporation and its subsidiary corporations who are
subject to taxation in the United Kingdom. The terms and
conditions of this scheme are established in order to render the
scheme capable of approval as an approved share option scheme
under Schedule 10 of the United Kingdom Finance Act of 1984
("Schedule 10"). Accordingly, the terms and conditions of this
scheme shall be interpreted in a manner consistent with Schedule
10. All options subject to the provisions of this scheme shall
be specifically designated as "Approved U.K. Stock Options."
This scheme is an addendum to the 1994 Stock Incentive
Plan (the "Plan") and should be read in conjunction with the
Plan. Accordingly, any options specifically designated as
Approved U.K. Stock Options will be subject to the terms and
conditions of the Plan except to the extent that such terms and
conditions differ from (or are otherwise in conflict with) the
express provisions of this scheme. Any term not otherwise
defined in this scheme shall have the meaning set forth in
Section II, Article One of the Plan.
(a) Eligibility. The individuals eligible to
-----------
receive Approved U.K. Stock Options shall be limited to:
(i) any director of the Corporation or one or
more of its Subsidiaries who normally devotes not less than an
aggregate of 25 hours per week (excluding meal breaks) to the
duties of such directorships, provided any such grant to a non-
employee director shall be subject to the limitations of Article
Three of the Plan; or
(ii) any non-director employee of the Corporation
or its Subsidiaries who is required under his terms of employment
to provide not less than an aggregate of 20 hours per week of
service (excluding meal breaks) to the Corporation or its
Subsidiaries.
An individual may not be granted, nor may an individual
exercise, an Approved U.K. Stock Option if such individual has at
the time (or had at any time during the preceding twelve (12)
months) a material interest (within the meaning of paragraph
4(1)(b) of Schedule 10) in a close company (as defined under
Chapter III of Part XI of the Taxes Act) which (i) is able to
control the affairs of the Corporation or (ii) is one of a number
of companies which among themselves beneficially own Qualified
Stock possessing not less than three-quarters (3/4) of the total
combined voting power of all classes of Qualified Stock of the
Corporation and each of which beneficially owns not less than
one-twentieth (1/20) of the total combined voting power of all
classes of such stock. For purposes of this Paragraph (a), the
term "Qualified Stock" shall mean all stock of the Corporation
other than stock which entitles its holders to no right to share
in the profits of the Corporation other than the right to receive
a dividend at a fixed rate.
(b) Stock Issued Pursuant to Exercise of Approved U.K.
--------------------------------------------------
Stock Options. The shares of Common Stock issued pursuant to the
- -------------
exercise of Approved U.K. Stock Options shall not be subject to
any restrictions (as such term is defined in Schedule 10) other
than restrictions which apply to all outstanding shares of Common
Stock. The issuance of such shares must be effected within
thirty (30) days after the date of exercise of the Approved U.K.
Stock Options.
(c) Loans or Guarantee of Loans. Notwithstanding the
---------------------------
provisions of Section I, Article Seven of the Plan, (i) no
financing shall be provided directly or indirectly by the
Corporation or any of its Subsidiaries to the holders of Approved
U.K. Stock Options for the purposes of assisting such individuals
in the exercise of their Approved U.K. Stock Options and (ii) no
holder of an Approved U.K. Stock Option shall be permitted to pay
in installments the purchase price of stock acquired pursuant to
the exercise of such option.
(d) Limitation of Rights. Except as may subsequently
--------------------
be permitted by amendment to Schedule 10, no Optionee may be
granted an Approved U.K. Stock Option under the Plan if such
option would, at the time of grant, cause the Fair Market Value
(as of the date of grant) of the Common Stock purchasable under
all Approved U.K. Stock Options granted to such Optionee by (i)
the Corporation, (ii) any company which controls (or at any time
within the preceding twelve (12) months controlled) the
Corporation, (iii) any company which is controlled by (or within
the preceding twelve (12) months was controlled by) the
Corporation, or (iv) any company which is (or within the
preceding twelve (12) months was) under the control of the same
person or persons as control the Corporation to exceed in the
aggregate the greatest of:
(A) 100,000 pounds sterling,
(B) four (4) times the Optionee's Earnings
for his current or immediately preceding tax year (whichever is
greater), or
(C) if there are no Earnings for the
previous tax year, four (4) times the Optionee's Earnings for the
twelve (12)-month period measured from the first day of the
current tax year for which there are Earnings.
For purposes of this scheme, the term "Earnings" shall mean the
Optionee's income from the office or position of employment which
renders him eligible to receive Approved U.K. Stock Options, but
only to the extent such income is subject to United Kingdom
withholding taxes (i.e., PAYE). The term "Earnings", however,
shall not include any taxable benefits-in-kind included in the
Optionee's income pursuant to Chapter II of Part III of the
Finance Act 1976.
(e) Changes in Capitalization. No change or
-------------------------
adjustment shall be effected pursuant to Section VI, Article One
of the Plan to (i) the number and/or class of shares or other
securities covered by an outstanding Approved U.K. Stock Option
or (ii) the exercise price payable per share under an outstanding
Approved U.K. Stock Option unless any approval required by the
Board of Inland Revenue is first obtained.
(f) Amendment of the Scheme. This scheme may not be
-----------------------
amended without prior Inland Revenue approval. Accordingly,
unless Board of Inland Revenue approval shall have been obtained
for any amendment to the Plan, the terms and conditions of this
scheme shall be determined by reference to the provisions of the
Plan as in existence prior to such amendment.
(g) Surrender of Options. Notwithstanding Sections
--------------------
III and V, Article Two and Section III, Article Three of the
Plan, no Approved U.K. Stock Option may be surrendered for a cash
or stock payment from the Corporation.
(h) Exercise Upon Death. Notwithstanding Section I.C.
-------------------
of Article Two and Section II.H. of Article Three of the Plan,
upon the Optionee's death an Approved U.K. Stock Option may (i)
in no event remain outstanding for more than one (1) year and
(ii) be exercised only by the deceased Optionee's personal
representatives.
(i) Share Limitations. Notwithstanding Section II.B.,
-----------------
Article Seven of the Plan, no Approved U.K. Stock Option may be
granted pursuant to the provisions of this scheme to purchase
shares of Common Stock in excess of the number of shares then
available for issuance under the Plan.
(j) Stock Subject to the Scheme. No Approved U.K.
---------------------------
Stock Option may be granted pursuant to the provisions of this
scheme to purchase stock which does not satisfy the requirements
of paragraphs 7 to 11 of Schedule 10.
(k) Immediate Sale Program: Date of Exercise.
----------------------------------------
Notwithstanding Section I.A., Article Two of the Plan, with
respect to the exercise of an Approved U.K. Stock Option for
which the option price is being provided through use of the
Immediate Sale Program, the option shall be considered to have
been exercised as of the date written notice of exercise of the
option is delivered to the Corporation provided the option price
is paid within thirty (30) days thereof.
<PAGE>
ADDENDUM II TO AMDAHL 1994 STOCK INCENTIVE PLAN
AMDAHL CORPORATION REPUBLIC OF IRELAND STOCK OPTION SCHEME
------------------------------------------------------------
Preamble
- --------
This scheme is for the benefit of those employees and
directors of Amdahl Corporation and its subsidiary corporations
who are subject to taxation in the Republic of Ireland with
respect to the receipt or exercise of options under the 1994
Stock Incentive Plan (the "Plan"). The terms and conditions of
this scheme are established in order to render the scheme capable
of approval as an approved share option scheme under Schedule 2
of the Republic of Ireland Finance Act, 1986 ("Schedule 2").
Accordingly, the terms and conditions of this scheme shall be
interpreted in a manner consistent with Schedule 2. All options
subject to the provisions of this scheme shall be specifically
designated as "Approved Irish Stock Options."
This scheme is an addendum to the Plan and should be
read in conjunction therewith. Accordingly, any options
specifically designated as Approved Irish Stock Options will be
subject to the terms and conditions of the Plan except to the
extent that such terms and conditions differ from (or otherwise
are in conflict with) the express provisions of this scheme. It
is intended that options granted under the Plan which are not
specifically designated as Approved Irish Stock Options will not
come within the scope of Section 10 of the Republic of Ireland
Finance Act, 1986. Any term not defined in this scheme shall
have the meaning set forth in Section II, Article One of the
Plan.
(a) Eligibility. The individuals eligible to
-----------
receive Approved Irish Stock Options shall be limited to:
(i) Any director of the Corporation or one or
more of its Subsidiaries who is required to devote substantially
the whole of his time to such directorship or directorships,
provided any such grant to a non-employee director shall be
subject to the limitations of Article Three of the Plan; or
(ii) Any non-director employee of the Corporation
or one or more of its Subsidiaries who is required under the
terms of his employment to work for such company or companies for
at least twenty (20) hours per week.
An individual may not be granted, nor may an individual
exercise, an Approved Irish Stock Option if such individual has
at the time (or had at any time during the preceding twelve (12)
months) a material interest (within the meaning of paragraph 5(4)
of Schedule 2) in a close company (as defined under Part X of the
Republic of Ireland Corporation Tax Act, 1976, as modified by
Paragraph 5(3) of Schedule 2) which is able to control the
affairs of the Corporation or is a member of a consortium (within
the meaning of Paragraph 1(4) of Schedule 2) which owns such a
company.
(b) Stock Subject to the Scheme. The shares of
---------------------------
Common Stock issued pursuant to exercise of an Approved Irish
Stock Option shall not be subject to any restrictions which apply
to all Common Stock and shall otherwise satisfy the requirements
of paragraphs 7 to 11 of Schedule 2.
(c) Plan Amendments. No amendment to the Plan
---------------
shall affect the terms and conditions of this scheme or of any
Approved Irish Stock Option until the earlier of (i) the date the
Revenue Commissioner shall have approved such amendment or (ii)
the date the Board specifies that, whether or not approval of the
Revenue Commissioner shall have first been obtained, such
amendment is to become effective with respect to this scheme and
Approved Irish Stock Options.
Exhibit 4(b)
NOTICE OF
AUTOMATIC STOCK OPTION GRANT
-------------------------------
Notice is hereby given of the following stock option
(the "Option") to purchase shares of the common stock of Amdahl
Corporation (the "Corporation") which has been granted pursuant
to the Automatic Option Grant Program in effect under the
Corporation's 1994 Stock Incentive Plan ( the "Plan"):
OPTIONEE:
GRANT DATE:
TYPE OF OPTION: Non-Statutory Stock Option
EXERCISE PRICE: $ per share
NUMBER OF OPTION SHARES: 5,000 shares
EXPIRATION DATE:
EXERCISE SCHEDULE: The Option is immediately
exercisable for all the Option Shares
VESTING SCHEDULE: The Option Shares shall initially be
unvested and subject to repurchase by the Corporation, at the
Exercise Price paid per share, upon Optionee's cessation of
service as a member of the Corporation's Board of Directors (the
"Board") prior to vesting in the Option Shares. Optionee shall
acquire a vested interest in the Option Shares, and the
Corporation's repurchase right with respect to the Option Shares
shall lapse, in two (2) equal and successive annual installments
over Optionee's continued period of Board service, with the first
such installment to vest upon Optionee's completion of one (1)
year of Board service measured from the Grant Date. In no event
shall any additional Option Shares vest following Optionee's
cessation of Board service for any reason other than death or
permanent disability.
Optionee understands and agrees that the Option is
granted subject to and in accordance with the express terms and
conditions of the Plan governing automatic option grants to Board
members. Optionee further agrees to be bound by the terms and
conditions of the Plan and the terms and conditions of the Option
as set forth in the Automatic Stock Option Agreement attached
hereto as Exhibit A.
Optionee hereby acknowledges receipt of a copy of the
official Plan Summary and Prospectus. A copy of the Plan is also
available upon request made to the Corporate Secretary at the
Corporate Offices at 1250 East Arques Avenue, P.O. Box 3470,
Sunnyvale, California 94088-3470.
REPURCHASE RIGHT. OPTIONEE HEREBY AGREES THAT ALL
----------------
UNVESTED OPTION SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION
SHALL NOT BE TRANSFERABLE AND SHALL BE SUBJECT TO REPURCHASE BY
THE CORPORATION AND ITS ASSIGNS, AT THE EXERCISE PRICE PAID PER
SHARE, UPON OPTIONEE'S CESSATION OF SERVICE AS A MEMBER OF THE
CORPORATION'S BOARD OF DIRECTORS. THE TERMS AND CONDITIONS OF
SUCH REPURCHASE RIGHT SHALL BE SET FORTH IN A STOCK ISSUANCE
AGREEMENT, IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION,
EXECUTED BY OPTIONEE AT THE TIME OF THE OPTION EXERCISE.
No provision of this Notice of Automatic Stock Option
Grant or the attached Automatic Stock Option Agreement shall in
any way be construed or interpreted so as to affect adversely or
otherwise impair the right of the Corporation or the stockholders
to remove Optionee from the Board at any time in accordance with
the provisions of applicable law.
DATED: , 199__
AMDAHL CORPORATION
By:
Title:
OPTIONEE
Address:
Attachments:
Exhibit A: Automatic Stock Option Grant Agreement
<PAGE>
AMDAHL CORPORATION
AUTOMATIC STOCK OPTION GRANT AGREEMENT
----------------------------------------
RECITALS
- --------
A. The Corporation has approved an Automatic Option
Grant Program under the 1994 Stock Incentive Plan (the "Plan"),
pursuant to which special option grants are to be made to
eligible members of the Corporation's Board of Directors (the
"Board") at periodic intervals over their period of Board service
in order to encourage such individuals to remain in the
Corporation's service.
B. Optionee is an eligible Board member, and this
Agreement is executed pursuant to, and is intended to carry out
the purposes of, the Plan in connection with the automatic grant
of a stock option to purchase shares of the Corporation's common
stock ("Common Stock") under the Plan.
C. The granted option is intended to be a non-
statutory option which does not meet the requirements of Section
422 of the Internal Revenue Code and is designed to provide
Optionee with a meaningful incentive to continue to serve as a
member of the Board.
NOW, THEREFORE, it is hereby agreed as follows:
1. Grant of Option. Subject to and upon the terms
---------------
and conditions set forth in this Agreement, there is hereby
granted to Optionee, as of the date of grant (the "Grant Date")
specified in the accompanying Notice of Grant of Automatic Stock
Option (the "Grant Notice"), a stock option to purchase up to
that number of shares of Common Stock (the "Option Shares") as is
specified in the Grant Notice. The Option Shares shall be
purchasable from time to time during the option term at the price
per share (the "Exercise Price") specified in the Grant Notice.
2. Option Term. This option shall have a maximum
-----------
term of ten (10) years measured from the Grant Date and shall
expire at the close of business on the Expiration Date specified
in the Grant Notice, unless sooner terminated under Paragraph 5,
7 or 8.
3. Limited Transferability. This option, together
-----------------------
with the special stock appreciation right provided under
Paragraph 8.b, shall be neither transferable nor assignable by
Optionee, other than a transfer of this option effected by will
or by the laws of descent and distribution following Optionee's
death, and may be exercised, during Optionee's lifetime, only by
Optionee.
4. Exercisability. This option shall be immediately
--------------
exercisable for any or all of the Option Shares, whether or not
the Option Shares are at the time vested in accordance with the
Vesting Schedule set forth in the Grant Notice, and this option
shall remain so exercisable until the expiration or sooner
termination of the option term. In no event, however, shall any
additional Option Shares vest following Optionee's cessation of
service as a Board member for any reason other than death or
permanent disability.
5. Cessation of Board Service. Should Optionee's
--------------------------
service as a Board member cease while this option remains
outstanding, then the option term specified in Paragraph 2 shall
terminate (and this option shall cease to remain outstanding)
prior to the Expiration Date in accordance with the following
provisions:
a. Should Optionee cease to serve as a Board
member for any reason (other than death or permanent disability)
while holding this option, then the period for exercising this
option shall be reduced to a six (6)-month period commencing with
the date of such cessation of Board service, but in no event
shall this option be exercisable at any time after the Expiration
Date. During such limited period of exercisability, this option
may not be exercised for more than the number of Option Shares
(if any) in which Optionee is vested on the date Optionee ceases
service as a Board member. Upon the earlier of (i) the
expiration of such six (6)-month period or (ii) the specified
Expiration Date, the option shall terminate and cease to be
exercisable with respect to any vested Option Shares for which
the option has not otherwise been exercised.
b. Should Optionee die during the six (6)-month
period following his or her cessation of Board service, then the
personal representative of Optionee's estate or the person or
persons to whom the option is transferred pursuant to Optionee's
will or in accordance with the laws of descent and distribution
shall have the right to exercise this option for any or all of
the Option Shares in which Optionee is vested at the time of
Optionee's cessation of Board service (less any Option Shares
subsequently purchased by Optionee prior to death). Such right
of exercise shall terminate, and this option shall accordingly
cease to remain exercisable for such vested Option Shares, upon
the earlier of (i) the expiration of the twelve (12)-month period
measured from the date of Optionee's death or (ii) the specified
Expiration Date of the option term.
c. Should Optionee die or become permanently
disabled while serving as a Board member, then all the Option
Shares subject to this option at the time of such cessation of
Board service shall immediately vest, and Optionee (or the
personal representative of Optionee's estate or the person or
persons to whom the option is transferred pursuant to Optionee's
will or in accordance with the laws of descent and distribution)
shall have the right to exercise this option for any or all of
those vested Option Shares. Such right of exercise shall
terminate, and this option shall accordingly cease to remain
outstanding with respect to the Option Shares, upon the earlier
of (i) the expiration of the twelve (12)-month period measured
from the date on which Optionee dies or becomes permanently
disabled or (ii) the specified Expiration Date of the option
term.
d. Upon Optionee's cessation of Board service
for any reason other than death or permanent disability, this
option shall immediately terminate and cease to remain
outstanding with respect to any and all Option Shares in which
Optionee is not otherwise at that time vested in accordance with
the normal Vesting Schedule set forth in the Grant Notice or the
special vesting acceleration provisions of Paragraph 7 or 8.
e. Optionee shall be deemed to be permanently
disabled if Optionee is unable to engage in any substantial
gainful activity by reason of any medically determinable physical
or mental impairment expected to result in death or to be of
continuous duration of twelve (12) months or more.
6. Adjustment in Option Shares.
---------------------------
A. Should any change be made to the Common Stock
issuable under the Plan by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of
shares or other change affecting such Common Stock as a class
without the Corporation's receipt of consideration, then the
number and class of securities purchasable under this option and
the Exercise Price payable per share shall be appropriately
adjusted to prevent the dilution or enlargement of Optionee's
rights hereunder; provided, however, the aggregate Exercise Price
shall remain the same.
B. To the extent this option is assumed in connection
with any Corporate Transaction under Paragraph 7 or is otherwise
to continue in effect, this option shall be appropriately
adjusted, immediately after such Corporate Transaction, to apply
and pertain to the number and class of securities which would
have been issued to Optionee, in consummation of such Corporate
Transaction, had this option been exercised immediately prior to
such Corporate Transaction. Appropriate adjustments shall also
be made to the Exercise Price payable per share, provided the
aggregate Exercise Price payable for such securities shall remain
the same.
7. Corporate Transaction. In the event of any of the
---------------------
following stockholder-approved transactions to which the
Corporation is a party (a "Corporate Transaction"):
a. a merger or consolidation in which the
Corporation is not the surviving entity, except for a transaction
the principal purpose of which is to change the state in which
the Corporation is incorporated,
b. 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, or
c. any reverse merger in which the Corporation
is the surviving entity but 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 those who held such securities
immediately prior to such merger,
all Option Shares at the time subject to this
option but not otherwise vested shall automatically vest in full
and the Corporation's repurchase right with respect to those
shares shall immediately terminate, so that this option shall,
immediately prior to the specified effective date for the
Corporate Transaction, become fully exercisable for all of the
Option Shares at the time subject to this option and may be
exercised for all or any portion of such shares as fully vested
shares of Common Stock. Immediately following the consummation
of the Corporate Transaction, this option shall terminate and
cease to be outstanding, except to the extent assumed by the
successor corporation (or parent thereof).
8. Change in Control/Hostile Takeover.
----------------------------------
a. All Option Shares subject to this option at
the time of a Change in Control or Hostile Take-Over (as such
terms are defined below) but not otherwise vested shall
automatically vest in full, and the Corporation's repurchase
right shall immediately terminate with respect to those shares,
so that this option shall, immediately prior to the effective
date of such Change in Control or Hostile Take-Over, become fully
exercisable for all of the Option Shares at the time subject to
this option and may be exercised for all or any portion of such
shares as fully vested shares of Common Stock. This option shall
remain exercisable for such fully vested Option Shares until the
earliest to occur of (i) the specified Expiration Date of the
option term, (ii) the sooner termination of this option in
accordance with Paragraph 5 or 7 or (iii) the surrender of this
option under Paragraph 8.b.
b. Provided this option has been outstanding for
at least six (6) months prior to the occurrence of a Hostile
Take-Over, Optionee shall also have the unconditional right
(exercisable during the thirty (30)-day period immediately
following the consummation of such Hostile Take-Over) to
surrender this option to the Corporation in exchange for a cash
distribution from the Corporation in an amount equal to the
excess of (i) the Take-Over Price of the Option Shares at the
time subject to the surrendered option over (ii) the aggregate
Exercise Price payable for such shares.
To exercise this limited stock appreciation right,
Optionee must, during the applicable thirty (30)-day exercise
period, provide the Corporation with written notice of the option
surrender in which there is specified the number of Option Shares
as to which the Option is being surrendered. Such notice must be
accompanied by the return of Optionee's copy of this Agreement,
together with any written amendments to such Agreement. The cash
distribution shall be paid to Optionee within five (5) days
following such delivery date, and neither the approval of the
Plan Administrator nor the consent of the Board shall be required
in connection with the option surrender and cash distribution.
Upon receipt of such cash distribution, this option shall be
cancelled with respect to the shares subject to the surrendered
option (or the surrendered portion), and Optionee shall cease to
have any further right to acquire those Option Shares under this
Agreement. However, should this option be surrendered for only a
portion of the Option Shares at the time subject to the option, a
new stock option agreement (substantially in the form of this
Agreement) shall be issued by the Corporation for the balance of
the Option Shares for which this option is not surrendered.
This limited stock appreciation right shall in all
events terminate upon the expiration or sooner termination of the
option term and may not be assigned or transferred by Optionee.
c. Definitions: For purposes of this Agreement,
-----------
the following definitions shall be in effect:
CHANGE IN CONTROL: a change in ownership or
control of the Corporation effected through either of the
following transactions:
- a direct acquisition by any person (or
related group of persons) of beneficial ownership (within the
meaning of Rule 13d-3 of the Securities and Exchange Act of 1934,
as amended (the "1934 Act"), of securities possessing more than
ten percent (10%) of the total combined voting power of the
Corporation's outstanding securities,
- the direct or indirect acquisition by any
person or related group of persons, whether by tender or exchange
offer made directly to the Corporation's stockholders, private
purchases from one or more of the Corporation's stockholders,
open market purchases or any other transaction, of additional
securities of the Corporation which increases the beneficial
ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
the total securities holdings of such person (or related group of
persons) to a level of securities possessing more than fifty
percent (50%) of the total combined voting power of the
Corporation's outstanding securities, or
- the direct or indirect acquisition by any
person or related group of persons, whether by tender or exchange
offer made directly to the Corporation's stockholders, private
purchases from one or more of the Corporation's stockholders,
open market purchases or any other transaction, of beneficial
ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
securities of the Corporation possessing sufficient voting power
in the aggregate to elect an absolute majority of the Board
(rounded up to the next whole number).
HOSTILE TAKE-OVER: a change in ownership of the
Corporation effected through the following transaction:
- the direct or indirect acquisition by any
person or related group of persons of beneficial ownership
(within the meaning of Rule 13d-3 of the 1934 Act) of securities
possessing more than fifty percent (50%) of the total combined
voting power of the Corporation's outstanding securities pursuant
to a tender or exchange offer made directly to the Corporation's
stockholders which the Board does not recommend such stockholders
to accept, and
- more than fifty percent (50%) of the acquired
securities are accepted from holders other than the officers and
directors of the Corporation subject to the short-swing profit
restrictions of Section 16 of the 1934 Act.
TAKE-OVER PRICE: the greater of (i) the Fair
Market Value (as defined in subparagraph 9.b. below) per share of
Common Stock on the date the option is surrendered to the
Corporation in connection with the Hostile Take-Over or (ii) the
highest reported price per share of Common Stock paid by the
tender offeror in effecting such Hostile Take-Over.
9. Manner of Exercising Option.
---------------------------
a. In order to exercise this option for all or
any part of the Option Shares for which the option is at the time
exercisable, Optionee (or in the case of exercise after
Optionee's death, Optionee's executor, administrator, heir or
legatee, as the case may be) must take the following actions:
(1) To the extent the option is exercised
for vested Option Shares, the Secretary of the Corporation shall
be provided with written notice of the option exercise (the
"Exercise Notice"), in substantially the form of Exhibit I
attached hereto, in which there is specified the number of vested
Option Shares which are to be purchased under the exercised
option. To the extent the option is exercised for one or more
unvested Option Shares, Optionee (or other person exercising the
option) shall deliver to the Secretary of the Corporation a stock
Issuance Agreement (in form and substance satisfactory to the
Corporation) which grants the Corporation the right to
repurchase, at the Exercise Price, any and all unvested Option
Shares held by Optionee at the time of his or her cessation of
Board service and which precludes the sale, transfer or other
disposition of any purchased Option Shares subject to such
repurchase right ("the Issuance Agreement").
(2) The aggregate Exercise Price for the
purchased shares shall be paid in one of the following
alternative forms:
(a) full payment in cash or check made
payable to the Corporation's order;
(b) full payment in shares of Common
Stock held by Optionee for the requisite period necessary to
avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the
Exercise Date (as defined below);
(c) full payment in a combination of
shares of Common Stock held for the requisite period necessary to
avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the
Exercise Date and cash or check made payable to the Corporation's
order; or
(d) to the extent the option is
exercised for vested Option Shares, full payment effected through
the Immediate Sale Program: a broker-dealer sale and remittance
procedure pursuant to which Optionee shall provide concurrent
irrevocable written instructions (i) to a Corporation-designated
brokerage firm to effect the immediate sale of the vested shares
purchased under the option and remit to the Corporation, out of
the sale proceeds available on the settlement date, sufficient
funds to cover the aggregate Exercise Price payable for those
shares and (ii) to the Corporation to deliver the certificates
for the purchased shares directly to such brokerage firm in order
to complete the sale.
(3) Appropriate documentation evidencing the
right to exercise this option shall be furnished the Corporation
if the person or persons exercising the option is other than
Optionee.
b. For purposes of subparagraph 9.a. above and
for all other valuation purposes under this Agreement, the Fair
Market Value per share of Common Stock on any relevant date shall
be the mean between the highest and lowest selling prices per
share on the date in question on the principal exchange on which
the Common Stock is then listed or admitted to trading, as such
prices are reported on the composite tape of transactions on such
exchange. If there are no reported sales of the Common Stock on
the date in question, then the Fair Market Value shall be the
mean between the highest and lowest selling prices on the last
preceding date for which such quotations exist.
c. The Exercise Date shall be the date on which
the Exercise Notice is delivered to the Secretary of the
Corporation, together with the appropriate Issuance Agreement for
any unvested shares acquired under the option. Except to the
extent the Immediate Sale Program specified above is utilized in
connection with the exercise of the option for vested Option
Shares, payment of the Exercise Price for the purchased shares
must accompany such notice.
d. As soon as practical after the Exercise Date,
the Corporation shall issue to or on behalf of Optionee (or other
person or persons exercising this option) a certificate or
certificates representing the purchased Option Shares. To the
extent any such Option Shares are unvested, the certificates for
those Option Shares shall be endorsed with an appropriate legend
evidencing the Corporation's repurchase rights and may be held in
escrow with the Corporation until such shares vest.
e. In no event may this option be exercised for
any fractional share.
10. Stockholder Rights. The holder of this option
------------------
shall not have any of the rights of a stockholder with respect to
the Option Shares until such individual shall have exercised this
option and paid the Exercise Price for the purchased shares.
11. No Impairment of Rights. This Agreement shall not
-----------------------
in any way affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise make changes in its capital
or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or
assets. Nor shall this Agreement in any way be construed or
interpreted so as to affect adversely or otherwise impair the
right of the Corporation or the stockholders to remove Optionee
from the Board at any time in accordance with the provisions of
applicable law.
12. Compliance with Laws and Regulations. The
------------------------------------
exercise of this option and the issuance of the Option Shares
upon such exercise shall be subject to compliance by the
Corporation and Optionee with all applicable requirements of law
relating thereto and with all applicable regulations of any
securities exchange on which shares of the Common Stock may be
listed for trading at the time of such exercise and issuance.
13. Successors and Assigns. Except to the extent
----------------------
otherwise provided in Paragraph 3 or 7, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and
assigns of Optionee and the Corporation's successors and assigns.
14. Discharge of Liability. The inability of the
----------------------
Corporation to obtain approval from any regulatory body having
authority deemed by the Corporation to be necessary to the lawful
issuance and sale of any Common Stock pursuant to this option
shall relieve the Corporation of any liability with respect to
the non-issuance or sale of the Common Stock as to which such
approval shall not have been obtained. However, the Corporation
shall use its best efforts to obtain all such applicable
approvals.
15. Notices. Any notice required to be given or
-------
delivered to the Corporation under the terms of this Agreement
shall be in writing and addressed to the Corporation in care of
the Corporate Secretary at the Corporate Offices at 1250 East
Arques Avenue, P.O. Box 3470, Sunnyvale, California 94088-3470.
Any notice required to be given or delivered to Optionee shall be
in writing and addressed to Optionee at the address indicated
below Optionee's signature line on the Grant Notice. All notices
shall be deemed to have been given or delivered upon personal
delivery or upon deposit in the U.S. mail, postage prepaid and
properly addressed to the party to be notified.
16. Construction/Governing Law. This Agreement and
--------------------------
the option evidenced hereby are made and granted pursuant to the
Plan and are in all respects limited by and subject to the
express terms and provisions of the Plan, including the Automatic
Option Grant Program provisions of Article Three of the Plan.
The interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of California without
resort to that State's conflict-of-laws provisions.
Exhibit 4(c)
NOTICE OF EXERCISE OF
AUTOMATIC STOCK OPTION
-------------------------
I hereby notify Amdahl Corporation (the "Corporation")
that I elect to purchase shares of the
Corporation's common stock par value of $0.05 per share (the
"Purchased Shares") at the option exercise price of $ per
share (the "Exercise Price") pursuant to that certain option (the
"Option") granted to me under the Corporation's 1994 Stock
Incentive Plan on ___________, 199_ to purchase up to 5,000
shares of the Corporation's common stock.
Concurrently with the delivery of this Exercise Notice
to the Secretary of the Corporation, I shall hereby pay to the
Corporation the Exercise Price for the Purchased Shares in
accordance with the provisions of my agreement with the
Corporation evidencing the Option and shall deliver whatever
additional documents may be required by such agreement as a
condition for exercise. Alternatively, I may utilize the special
Immediate Sale procedure specified in my agreement to effect
payment of the Exercise Price for any Purchased Shares in which I
am vested at the time of exercise.
Date Optionee
Address:
Print name in exact manner
it is to appear on the
stock certificate:
Address to which certificate
is to be sent, if different
from address above:
Social Security Number:
Exhibit 4(d)
AMDAHL CORPORATION
NOTICE OF GRANT OF STOCK OPTION
Notice is hereby given of the following stock option
grant (the "Option") to purchase shares of the Common Stock of
Amdahl Corporation (the "Corporation"):
Optionee:
Grant Date: , 199
Exercise Price: $ per share
Number of Option Shares: shares
Expiration Date: , 200
Type of Option: Incentive Stock Option
Non-Statutory Option
Exercise Schedule: The Option shall become exercisable for
-----------------
the Option Shares in a series of five (5) equal and successive
annual installments over the Optionee's period of Service (as
defined in the attached Stock Option Agreement) measured from the
Grant Date. In no event shall the Option become exercisable for
any additional Option Shares following Optionee's cessation of
Service.
Optionee understands and agrees that the Option is
granted subject to and in accordance with the express terms and
conditions of the Amdahl Corporation 1994 Stock Incentive Plan
(the "Plan"). Optionee further agrees to be bound by the terms
and conditions of the Plan and the terms and conditions of the
Option as set forth in the Stock Option Agreement attached hereto
as Exhibit A. Optionee also acknowledges receipt of a copy of
the official prospectus for the Plan attached hereto as
Exhibit B.
No Employment or Service Contract. Nothing in this
---------------------------------
Agreement or in the Plan shall confer upon Optionee any right to
continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the
Corporation (or any parent or subsidiary employing Optionee) or
Optionee, which rights are hereby expressly reserved by each, to
terminate Optionee's Service at any time for any reason
whatsoever, with or without cause.
Dated: , 199
AMDAHL CORPORATION
By:
Title:
OPTIONEE
Address:
ATTACHMENTS:
Exhibit A: Stock Option Agreement
Exhibit B: Plan Summary and Prospectus
<PAGE>
AMDAHL CORPORATION
STOCK OPTION AGREEMENT
------------------------
WITNESSETH:
RECITALS
- --------
A. The Corporation's Board of Directors (the "Board")
has adopted, and the stockholders have approved, the
Corporation's 1994 Stock Incentive Plan (the "Plan") for the
purpose of attracting and retaining the services of key employees
(including officers and directors), non-employee Board members
and consultants and other independent advisors.
B. Optionee is an individual who is to render
valuable services to the Corporation or one or more parent or
subsidiary corporations, and this Agreement is executed pursuant
to, and is intended to carry out the purposes of, the Plan in
connection with the grant of a stock option to purchase shares of
the Corporation's common stock ("Common Stock") under the Plan.
NOW, THEREFORE, it is hereby agreed as follows:
1. Grant of Option. Subject to and upon the terms
---------------
and conditions set forth in this Agreement, the Corporation
hereby grants to Optionee, as of the grant date (the "Grant
Date") specified in the accompanying Notice of Grant of Stock
Option (the "Grant Notice"), a stock option to purchase up to
that number of shares of the Corporation's Common Stock (the
"Option Shares") as is specified in the Grant Notice. Such
Option Shares shall be purchasable from time to time during the
option term at the exercise price (the "Exercise Price")
specified in the Grant Notice.
2. Option Term. This option shall expire at the
-----------
close of business on the expiration date (the "Expiration Date")
specified in the Grant Notice, unless sooner terminated in
accordance with the provisions of this Agreement.
3. Limited Transferability. This option shall be
-----------------------
exercisable only by Optionee during Optionee's lifetime and shall
not be transferable or assignable by Optionee other than by will
or by the laws of descent and distribution following Optionee's
death.
4. Exercisability. This option shall become
--------------
exercisable for the Option Shares in accordance with the
installment schedule specified in the Grant Notice. As the
option becomes exercisable for one or more installments, those
installments shall accumulate, and the option shall remain
exercisable for the accumulated installments until the Expiration
Date or sooner termination of this option in accordance with the
provisions of this Agreement. In no event shall this option
become exercisable for any additional Option Shares following
Optionee's cessation of Service.
5. Cessation of Service. This option shall terminate
--------------------
prior to the Expiration Date in accordance with the following
provisions:
a. This option shall immediately terminate and
cease to remain outstanding for any Option Shares for which it is
not exercisable at the time of Optionee's cessation of Service.
b. Should Optionee cease Service for any reason
other than death, permanent disability or retirement while this
option remains outstanding, then Optionee shall have a three (3)-
month period measured from the date of such cessation of Service
in which to exercise this option for any or all of the Option
Shares for which this option is exercisable at the time of such
cessation of Service. In no event, however, may this option be
exercised at any time after the specified Expiration Date of the
option term. Upon the expiration of such three (3)-month period
or (if earlier) upon the specified Expiration Date of the option
term, this option shall terminate and cease to remain
outstanding.
c. Should Optionee die while in Service or
within three (3) months after cessation of Service, then the
personal representative of Optionee's estate or the person or
persons to whom this option is transferred pursuant to Optionee's
will or in accordance with the laws of descent and distribution
shall have the right to exercise the option for any or all of the
Option Shares for which this option is exercisable at the time of
Optionee's cessation of Service. Such right shall lapse, and
this option shall terminate and cease to remain outstanding, upon
the earlier of (i) the expiration of the twelve (12)-month period
measured from the date of Optionee's death or (ii) the Expiration
Date.
d. Should Optionee cease Service by reason of
permanent disability while this option is outstanding, then
Optionee shall have a period of twelve (12) months (commencing
with the date of such cessation of Service) during which to
exercise this option for any or all of the Option Shares for
which this option is exercisable at the time of such cessation of
Service, but in no event shall this option be exercisable at any
time after the Expiration Date. Upon the expiration of such
twelve (12)-month period or (if earlier) upon the Expiration
Date, this option shall terminate and cease to remain
outstanding.
e. Should Optionee cease Service by reason of
retirement at a time when this option is outstanding, then this
option shall continue to remain outstanding until the Expiration
Date, if not sooner terminated upon a Corporate Transaction, and
may be exercised during such period for any or all of the Option
Shares for which this option is exercisable at the time of such
cessation of Service,
f. During the applicable period of post-Service
exercisability under subparagraphs b. through e. above, this
option may not be exercised in the aggregate for more than the
number of Option Shares (if any) for which this option is, at the
time of Optionee's cessation of Service, exercisable in
accordance with either the normal exercise provisions specified
in the Grant Notice or the special acceleration provisions of
Paragraph 6 of this Agreement.
g. Upon the termination of Optionee's Service
for Misconduct, this option shall terminate immediately and cease
to remain outstanding.
h. For purposes of this Agreement, the following
definitions shall be in effect:
Optionee shall be deemed to remain in SERVICE for so
long as such individual provides services on a periodic basis to
the Corporation or any subsidiary in the capacity of an Employee,
a non-employee member of the Board or an independent consultant
or advisor.
Optionee shall be considered to be an EMPLOYEE for so
long as such individual performs services while in the employ of
the Corporation or any subsidiary, subject to the control and
direction of the employer entity not only as to the work to be
performed but also as to the manner and method of performance.
Optionee shall be deemed to be PERMANENTLY DISABLED and
to have incurred a PERMANENT DISABILITY if Optionee is unable to
engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment expected to
result in death or to be of continuous duration of twelve (12)
months or more.
Optionee shall be deemed to have terminated Service by
reason of RETIREMENT if such termination occurs after Optionee's
attainment of age sixty (60) and completion of fifteen (15) years
of Service.
MISCONDUCT means the commission of any act of fraud,
embezzlement or dishonesty by the Optionee, any unauthorized use
or disclosure by such individual of confidential information or
trade secrets of the Corporation or its subsidiaries, or any
other intentional misconduct by such individual adversely
affecting the business or affairs of the Corporation in a
material manner. The foregoing definition shall not be deemed to
be inclusive of all the acts or omissions which the Corporation
or any Subsidiary may consider as grounds for the dismissal or
discharge of the Optionee or other individual in the Service of
the Corporation.
A corporation shall be deemed to be a SUBSIDIARY of the
Corporation in accordance with the applicable provisions of the
Plan.
6. Corporate Transaction.
---------------------
A. In the event of any of the following
stockholder-approved transactions to which the Corporation is a
party (a "Corporate Transaction"):
(1) a merger or consolidation in which the
Corporation is not the surviving entity, except for a transaction
the principal purpose of which is to change the state in which
the Corporation is incorporated,
(2) 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, or
(3) any reverse merger in which the Corporation
is the surviving entity but 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 merger,
this option, to the extent outstanding at such
time but not otherwise exercisable, shall automatically
accelerate so that such option shall, immediately prior to the
specified effective date for the Corporate Transaction, become
fully exercisable for all the Option Shares at the time subject
to such option and may be exercised for all or any portion of
such shares. No such acceleration of this option, however, shall
occur if and to the extent: (i) this option is, in connection
with the Corporate Transaction, either to be assumed by the
successor corporation or parent thereof or to be replaced with a
comparable option to purchase shares of the capital stock of the
successor corporation or parent thereof or (ii) such option is to
be replaced with a cash incentive program of the successor
corporation which preserves the option spread existing at the
time of the Corporate Transaction (the excess of the Fair Market
Value of the Option Shares at the time subject to this option
over the aggregate Exercise Price payable for such shares) and
provides for subsequent pay-out in accordance with the same
vesting schedule in effect for the option pursuant to the option
exercise schedule set forth in the Grant Notice. The
determination of option comparability under clause (i) shall be
made by the Plan Administrator, and such determination shall be
final, binding and conclusive.
b. The portion of this option accelerated in
connection with any Corporate Transaction shall remain
exercisable as an incentive stock option under the Federal tax
laws (if the option is designated as such in the Grant Notice)
only to the extent the applicable dollar limitation on the
initial exercisability of such option is not exceeded in the
calendar year of the Corporate Transaction. To the extent such
dollar limitation is exceeded, the accelerated portion of this
option shall be exercisable as a non-statutory option under the
Federal tax laws.
c. This option, to the extent not previously
exercised, shall terminate immediately after the consummation of
such Corporate Transaction and cease to remain outstanding,
except to the extent assumed by the successor corporation or
parent thereof.
d. This Agreement shall not in any way affect
the right of the Corporation to adjust, reclassify, reorganize or
otherwise make changes in its capital or business structure or to
merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
7. Adjustment in Option Shares.
---------------------------
a. In the event any change is made to the Common
Stock issuable under the Plan 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 effected without the Corporation's receipt of considera-
tion, the Plan Administrator shall make appropriate adjustments
to (i) the number and/or class of securities subject to this
option and (ii) the Exercise Price payable per share in order to
prevent any dilution or enlargement of rights and benefits
hereunder. Such adjustments shall be final, binding and
conclusive.
b. If this option is to be assumed in connection
with any Corporate Transaction or is otherwise to continue
outstanding, then this option shall, immediately after such
Corporate Transaction, be appropriately adjusted to apply and
pertain to the number and class of securities which would have
been issued to Optionee in the consummation of such Corporate
Transaction had the option been exercised immediately prior to
such Corporate Transaction. Appropriate adjustments shall also
be made to the Exercise Price payable per share, provided the
aggregate Exercise Price payable hereunder shall remain the same.
8. Privilege of Stock Ownership. The holder of this
----------------------------
option shall not have any stockholder rights with respect to the
Option Shares until such individual shall have exercised the
option and paid the Exercise Price for the purchased Option
Shares.
9. Manner of Exercising Option.
---------------------------
a. In order to exercise this option with respect
to all or any part of the Option Shares for which this option is
at the time exercisable, Optionee (or in the case of exercise
after Optionee's death, Optionee's executor, administrator, heir
or legatee, as the case may be) must take the following actions:
(1) Deliver to the Corporate Secretary of
the Corporation an executed notice of exercise in substantially
the form of Exhibit I to this Agreement (the "Exercise Notice")
in which there is specified the number of Option Shares which are
to be purchased under the exercised option.
(2) Pay the aggregate Exercise Price for the
purchased shares through one or more of the following
alternatives:
(a) full payment in cash or by check
made payable to the Corporation's order;
(b) full payment in shares of Common
Stock held for the requisite period necessary to avoid a charge
to the Corporation's earnings for financial reporting purposes
and valued at Fair Market Value on the Exercise Date (as such
term is defined below);
(c) full payment through a combination
of shares of Common Stock held for the requisite period necessary
to avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the
Exercise Date and cash or check payable to the Corporation's
order; or
(d) full payment effected through a
broker-dealer sale and remittance procedure pursuant to which
Optionee shall provide concurrent irrevocable written
instructions (i) to a Corporation-designated brokerage firm to
effect the immediate sale of the purchased shares and remit to
the Corporation, out of the sale proceeds available on the
settlement date, sufficient funds to cover the aggregate Exercise
Price payable for the purchased shares plus all applicable
Federal, state and local income and employment taxes required to
be withheld in connection with such purchase and (ii) to the
Corporation to deliver the certificates for the purchased shares
directly to such brokerage firm in order to complete the sale
transaction.
(3) Furnish to the Corporation appropriate
documentation that the person or persons exercising the option
(if other than Optionee) have the right to exercise this option.
b. For purposes of this Agreement, the Exercise
Date shall be the date on which the executed Exercise Notice
shall have been delivered to the Corporation. Except to the
extent the sale and remittance procedure specified above is
utilized in connection with the option exercise, payment of the
Exercise Price for the purchased shares must accompany such
Exercise Notice.
c. For all valuation purposes under this
Agreement, the Fair Market Value per share of Common Stock on any
relevant date shall be the mean between the highest and lowest
selling prices per share on the date in question on the principal
exchange on which the Common Stock is then listed or admitted to
trading, as the prices are officially quoted by the composite
tape of transactions on such exchange. If there are no reported
sales of the Common Stock on the date in question, then the Fair
Market Value shall be the mean between the highest and lowest
selling prices on the last previous date for which quotations
exist.
d. As soon as practical after receipt of the
Exercise Notice, the Corporation shall mail or deliver to or on
behalf of Optionee (or any other person or persons exercising
this option in accordance herewith) a certificate or certificates
representing the purchased Option Shares.
e. In no event may this option be exercised for
any fractional share.
10. Governing Law. The interpretation, performance
-------------
and enforcement of this Agreement shall be governed by the laws
of the State of California without resort to that State's
conflict-of-laws provisions.
11. Compliance with Laws and Regulations. The
------------------------------------
exercise of this option and the issuance of Option Shares upon
such exercise shall be subject to compliance by the Corporation
and Optionee with all applicable requirements of law relating
thereto and with all applicable regulations of any securities
exchange on which shares of the Corporation's Common Stock may be
listed at the time of such exercise and issuance.
12. Successors and Assigns. Except to the extent
----------------------
otherwise provided herein, the provisions of this Agreement shall
inure to the benefit of, and be binding upon, the successors,
administrators, heirs and legal representatives of Optionee and
the successors and assigns of the Corporation.
13. Liability of Corporation.
------------------------
a. If the Option Shares covered by this
Agreement exceed, as of the Grant Date, the number of shares
which may without shareholder approval be issued under the Plan,
then this option shall be void with respect to such excess shares
unless shareholder approval of an amendment sufficiently
increasing the number of shares issuable under the Plan is
obtained in accordance with the applicable provisions of the
Plan.
b. The inability of the Corporation to obtain
approval from any regulatory body having authority deemed by the
Corporation to be necessary to the lawful issuance and sale of
any Common Stock pursuant to this option shall relieve the
Corporation of any liability with respect to the non-issuance or
sale of the Common Stock as to which such approval shall not have
been obtained. The Corporation shall use its best efforts to
obtain all such approvals.
14. No Employment/Service Contract. Nothing in this
------------------------------
Agreement or in the Plan shall confer upon Optionee any right to
continue in the Service of the Corporation (or any subsidiary
employing or retaining Optionee) for any period of specific
duration or interfere with or otherwise restrict in any way the
rights of the Corporation (or any such subsidiary) or Optionee,
which rights are hereby expressly reserved by each party, to
terminate Optionee's Service at any time for any reason
whatsoever, with or without cause.
15. Notices. Any notice required to be given or
-------
delivered to the Corporation under the terms of this Agreement
shall be in writing and addressed to the Corporation in care of
the Corporate Secretary at the Corporation's principal offices at
1250 East Arques Avenue, Sunnyvale, California 94088. Any notice
required to be given or delivered to Optionee shall be in writing
and addressed to Optionee at the address indicated on the Grant
Notice. All notices shall be deemed to have been given or
delivered upon personal delivery or upon deposit in the U.S.
mail, by registered or certified mail, postage prepaid and
properly addressed to the party to be notified.
16. Construction. This Agreement and the option
------------
evidenced hereby are made and granted pursuant to the Plan and
are in all respects limited by and subject to the express terms
and provisions of the Plan. All decisions of the Plan
Administrator with respect to any question or issue arising under
the Plan or this Agreement shall be conclusive and binding on all
persons having an interest in this option.
17. Additional Terms Applicable to an Incentive Stock
-------------------------------------------------
Option. In the event this option is designated an incentive
- ------
stock option in the Grant Notice, the following terms and
conditions shall also apply to the grant:
a. This option shall cease to qualify for
favorable tax treatment as an incentive stock option under the
Federal tax laws if (and to the extent) this option is exercised
for one or more Option Shares: (i) more than three (3) months
after the date Optionee ceases to be an Employee for any reason
other than death or permanent disability or (ii) more than one
(1) year after the date Optionee ceases to be an Employee by
reason of permanent disability.
b. If this option is to become exercisable in a
series of installments as indicated in the Grant Notice, no such
installment shall qualify for favorable tax treatment as an
incentive stock option under the Federal tax laws if (and to the
extent) the aggregate Fair Market Value (determined at the Grant
Date) of the shares of the Corporation's Common Stock for which
such installment first becomes exercisable hereunder will, when
added to the aggregate value (determined as of the respective
date or dates of grant) of the Common Stock or other securities
for which this option or one or more other incentive stock
options granted to Optionee prior to the Grant Date (whether
under the Plan or any other option plan of the Corporation or any
parent or subsidiary) first become exercisable during the same
calendar year, exceed One Hundred Thousand Dollars ($100,000) in
the aggregate. Should the number of shares of Common Stock for
which this option first becomes exercisable in any calendar year
exceed the applicable One Hundred Thousand Dollar ($100,000)
limitation, the option may nevertheless be exercised for those
excess shares in such calendar year as a non-statutory option.
c. Should the exercisability of this option be
accelerated upon a Corporate Transaction, then this option shall
qualify for favorable tax treatment as an incentive stock option
under the Federal tax laws only to the extent the aggregate Fair
Market Value (determined at the Grant Date) of the number of
shares of the Corporation's Common Stock for which this option
first becomes exercisable in the calendar year in which the
Corporate Transaction occurs does not, when added to the
aggregate value (determined as of the respective date or dates of
grant) of the shares of Common Stock or other securities for
which this option or one or more other incentive stock options
granted to Optionee prior to the Grant Date (whether under the
Plan or any other option plan of the Corporation or any parent or
subsidiary) first become exercisable during the same calendar
year, exceed One Hundred Thousand Dollars ($100,000) in the
aggregate. Should the number of shares of Common Stock for which
this option first becomes exercisable in the calendar year of
such Corporate Transaction exceed the applicable One Hundred
Thousand Dollar ($100,000) limitation, the option may
nevertheless be exercised for the excess shares in such calendar
year as a non-statutory option.
d. Should Optionee hold, in addition to this
option, one or more other options to purchase shares of the
Corporation's Common Stock which become exercisable for the first
time in the same calendar year as this option, then the foregoing
limitations on the exercisability of such options as incentive
stock options under the Federal tax laws shall be applied on the
basis of the order in which such options are granted.
e. To the extent this option should fail to
qualify for incentive stock option treatment under the Federal
tax laws, Optionee shall recognize compensation income at the
time the option is exercised in an amount equal to the Fair
Market Value of the purchased Option Shares less the aggregate
Exercise Price paid for those shares, and Optionee must make
appropriate arrangements with the Corporation or any parent or
subsidiary employing Optionee for the satisfaction of all
Federal, state or local income and employment tax withholding
requirements applicable to such compensation income.
18. Additional Terms Applicable to a Non-Statutory
----------------------------------------------
Stock Option. In the event this option is designated a non-
- ------------
statutory stock option in the Grant Notice, Optionee shall make
appropriate arrangements with the Corporation or any parent or
subsidiary employing Optionee for the satisfaction of all
Federal, state or local income and employment tax withholding
requirements applicable to the exercise of this option.
<PAGE>
EXHIBIT I
------------
NOTICE OF EXERCISE OF STOCK OPTION
-----------------------------------
I hereby notify Amdahl Corporation (the "Corporation")
that I elect to purchase shares of the
Corporation's Common Stock (the "Purchased Shares") at the option
exercise price of $ per share (the "Exercise Price")
pursuant to that certain option (the "Option") granted to me
under the Corporation's 1994 Stock Incentive Plan on
, 199 to purchase up to shares of
the Corporation's Common Stock.
Concurrently with the delivery of this Exercise Notice
to the Corporate Secretary of the Corporation, I shall hereby pay
to the Corporation the Exercise Price for the Purchased Shares in
accordance with the provisions of my agreement with the
Corporation evidencing the Option and shall deliver whatever
additional documents may be required by such agreement as a
condition for exercise. Alternatively, I may utilize the special
broker-dealer sale and remittance procedure specified in my
agreement to effect the payment of the Exercise Price for the
Purchased Shares.
, 199
Date
Optionee
Address:
Print name in exact manner
it is to appear on the
stock certificate:
Address to which certificate
is to be sent, if different
from address above:
Social Security Number:
Exhibit 4(e)
ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into,
and are hereby made a part of, that certain Stock Option
Agreement dated , 199 (the "Option
Agreement") by and between Amdahl Corporation (the "Corporation")
and ("Optionee") evidencing the stock option
granted on such date to Optionee under the terms of the
Corporation's 1994 Stock Incentive Plan, and such provisions
shall be effective immediately. All capitalized terms used in
this Addendum, to the extent not otherwise specifically defined
herein, shall have the meanings assigned to such terms in the
Option Agreement.
HOSTILE TAKE-OVER
1. The exercisability of the option shall not
accelerate upon the occurrence of a Hostile Take-Over, and the
option shall, in accordance with the provisions of the Option
Agreement, continue to become exercisable for the Option Shares
in one or more installments over Optionee's continued period of
Service with the Corporation. However, immediately upon the
Involuntary Termination of Optionee's Service within eighteen
(18) months after the Hostile Take-Over, the option shall, to the
extent outstanding at the time but not otherwise fully
exercisable, automatically accelerate so that the option shall
become immediately exercisable for all of the Option Shares at
the time subject to the option and may be exercised for all or
any portion of those shares as fully-vested shares. The option
as so accelerated shall remain so exercisable until the specified
Expiration Date of the option term or the sooner termination of
the option in accordance with the provisions of the Option
Agreement.
2. For purposes of this Addendum, a HOSTILE TAKE-OVER
shall be deemed to occur upon:
- the direct or indirect acquisition by any person
or related group of persons of securities possessing more than
percent ( %) of the total combined voting power of the
Corporation's outstanding securities pursuant to a tender or
exchange offer made directly to the Corporation's stockholders
which the Board does not recommend such stockholders to accept,
or
- a change in the composition of the Board over any
period of thirty-six (36) consecutive months or less such that a
majority of the Board members (rounded up to the next whole
number) ceases, by reason of one or more contested elections for
Board membership, to be comprised of individuals who either (a)
have been Board members continuously since the beginning of such
period or (b) have been elected or nominated for election as
Board members during such period by at least a majority of the
Board members described in clause (a) who were still in office at
the time such election or nomination was approved by the Board.
3. For purposes of this Addendum, Optionee will be
deemed to cease Service by reason of an INVOLUNTARY TERMINATION
if such cessation of Service occurs:
- involuntarily upon Optionee's dismissal or
discharge by the Corporation for reasons other than Misconduct,
or
- voluntarily upon Optionee's resignation
following (A) a change in Optionee's position with the
Corporation which materially reduces Optionee's level of
responsibility, (B) a reduction in Optionee's level of
compensation (including base salary, fringe benefits and
participation in any incentive program or bonus plan pursuant to
which awards are made pursuant to objective, non-discretionary
standards) by more than five percent (5%) or (C) a relocation of
Optionee's principal place of employment by more than fifty (50)
miles from Optionee's principal place of employment immediately
prior to the Hostile Take-Over, provided and only if such change,
reduction or relocation is effected without Optionee's consent.
IN WITNESS WHEREOF, Amdahl Corporation has caused this
Addendum to be executed by its duly-authorized officer, and
Optionee has executed this Addendum, all as of the Effective Date
specified below.
AMDAHL CORPORATION
By
Title
OPTIONEE
EFFECTIVE DATE: , 199
Exhibit 4(f)
ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into,
and are hereby made a part of, that certain Stock Option
Agreement dated , 199 (the "Option
Agreement") by and between Amdahl Corporation (the "Corporation")
and ("Optionee")
evidencing the stock option granted on such date to Optionee
under the terms of the Corporation's 1994 Stock Incentive Plan,
and such provisions shall be effective immediately. All
capitalized terms used in this Addendum, to the extent not
otherwise specifically defined herein, shall have the meanings
assigned to such terms in the Option Agreement.
INVOLUNTARY TERMINATION FOLLOWING
CORPORATE TRANSACTION OR CHANGE IN CONTROL
1. Immediately upon Optionee's cessation of Service
by reason of an Involuntary Termination within eighteen (18)
months after a Corporate Transaction in which the exercisability
of the option does not otherwise accelerate in accordance with
the applicable provisions of the Option Agreement, the option
shall, to the extent outstanding at the time but not otherwise
fully exercisable, automatically accelerate so that such option
shall become fully and immediately exercisable with respect to
all the Option Shares at the time subject to the option and may
be exercised for all or any portion of those shares as fully-
vested shares. The option as so accelerated shall remain
exercisable until the earlier of (i) the Expiration Date or (ii)
the expiration of the one (1)-year period measured from the date
of Optionee's Involuntary Termination.
2. The exercisability of the option shall not
accelerate upon the occurrence of a Change in Control, and the
option shall, on the basis of Service rendered after the Change
in Control, continue to become exercisable for the Option Shares
in accordance with the provisions of the Option Agreement.
However, immediately upon Optionee's cessation of Service by
reason of an Involuntary Termination within eighteen (18) months
after the Change in Control, the option shall, to the extent
outstanding at the time but not otherwise fully exercisable,
automatically accelerate so that the option shall become fully
and immediately exercisable with respect to all the Option Shares
at the time subject to the option and may be exercised for all or
any portion of those shares as fully-vested shares. The option
as so accelerated shall remain exercisable until the earlier of
(i) the Expiration Date or (ii) the expiration of the one (1)-
year measured from the date of Optionee's Involuntary
Termination.
3. For purposes of this Addendum, a CHANGE IN CONTROL
shall be deemed to occur in the event of a change in ownership or
control of the Corporation effected through either of the
following transactions:
- the direct or indirect acquisition by any
person (or related group of persons) of beneficial ownership
(within the meaning of Rule 13d-3 of the 1934 Act) of securities
possessing more than percent ( %) of the total combined
voting power of the Corporation's outstanding securities,
- the direct or indirect acquisition by any person
or related group of persons, whether by tender or exchange offer
made directly to the Corporation's stockholders, private
purchases from one or more of the Corporation's stockholders,
open market purchases or any other transaction, of additional
securities of the Corporation which increases the beneficial
ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
the total securities holdings of such person (or related group of
persons) to a level of securities possessing more than fifty
percent (50%) of the total combined voting power of the
Corporation's outstanding securities, or
- the direct or indirect acquisition by any person
or related group of persons, whether by tender or exchange offer
made directly to the Corporation's stockholders, private
purchases from one or more of the Corporation's stockholders,
open market purchases or any other transaction, of beneficial
ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
securities of the Corporation possessing sufficient voting power
in the aggregate to elect an absolute majority of the Board
(rounded up to the next whole number).
4. For purposes of this Addendum, Optionee will be
deemed to cease Service by reason of an INVOLUNTARY TERMINATION
if such cessation of Service occurs:
- involuntarily upon Optionee's dismissal or
discharge by the Corporation for reasons other than Misconduct,
or
- voluntarily upon Optionee's resignation
following (A) a change in Optionee's position with the
Corporation which materially reduces Optionee's level of
responsibility, (B) a reduction in Optionee's level of
compensation (including base salary, fringe benefits and
participation in any incentive program or bonus plan pursuant to
which awards are made pursuant to objective, non-discretionary
standards) by more than five percent (5%) or (C) a relocation of
Optionee's principal place of employment by more than fifty (50)
miles from Optionee's principal place of employment immediately
prior to the Corporate Transaction or Change in Control (as
applicable), provided and only if such change, reduction or
relocation is effected without Optionee's consent.
Any reduction in compensation which occurs in
connection with an across the board reduction in the level of
compensation payable to the Corporation's executive officers or
senior management shall not constitute grounds for a clause (B)
resignation.
IN WITNESS WHEREOF, Amdahl Corporation has caused this
Addendum to be executed by its duly-authorized officer, and
Optionee has executed this Addendum, all as of the Effective Date
specified below.
AMDAHL CORPORATION
By
Title
OPTIONEE
EFFECTIVE DATE: , 199
Exhibit 4(g)
ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into,
and are hereby made a part of, that certain Stock Option
Agreement dated , 199 (the "Option
Agreement") by and between Amdahl Corporation (the "Corporation")
and ("Optionee") evidencing the stock option
granted on such date to Optionee under the terms of the
Corporation's 1994 Incentive Plan, and such provisions shall be
effective immediately. All capitalized terms used in this
Addendum, to the extent not otherwise specifically defined
herein, shall have the meanings assigned to such terms in the
Option Agreement.
LIMITED STOCK APPRECIATION RIGHT
Optionee is hereby granted a limited stock appreciation
right in tandem with the option, exercisable upon the terms and
conditions set forth below:
1. Should a Hostile Take-Over occur at any time after
the option has been outstanding for a period of at least six (6)
months measured from the Effective Date of this Addendum
indicated below, then Optionee shall have the unconditional right
(exercisable during the thirty (30)-day period immediately
following the consummation of such Hostile Take-Over) to
surrender the option to the Corporation, to the extent the option
is at the time exercisable for vested shares of Common Stock. In
return for the surrendered option, Optionee shall receive a cash
distribution from the Corporation in an amount equal to the
excess of (i) the Take-Over Price of the shares of Common Stock
which are at the time vested under the surrendered option (or
surrendered portion of the option) over (ii) the aggregate
Exercise Price payable for such vested shares.
2. To exercise this limited stock appreciation right,
Optionee must, during the applicable thirty (30)-day exercise
period, provide the Corporation with written notice of the option
surrender in which there is specified the number of vested Option
Shares as to which the Option is being surrendered. Such notice
must be accompanied by the return of Optionee's copy of the
Option Agreement, together with any written amendments to such
Agreement. The cash distribution shall be paid to Optionee
within five (5) days following such delivery date, and neither
the approval of the Plan Administrator nor the consent of the
Board shall be required in connection with such option surrender
and cash distribution. Upon receipt of such cash distribution,
the option shall be cancelled with respect to the vested Option
Shares subject to the surrendered option (or the surrendered
portion), and Optionee shall cease to have any further right to
acquire those Option Shares under the Option Agreement. The
option shall, however, remain outstanding for the balance of the
Option Shares (if any) in accordance with the terms and
provisions of the Option Agreement, and the Corporation shall
issue to the Optionee a new stock option agreement (substantially
in the form of the surrendered Option Agreement) for those
remaining Option Shares.
3. For purposes of this limited stock appreciation
right, the following definitions shall be in effect:
A HOSTILE TAKE-OVER shall be deemed to occur
should any person or related group of persons (other than the
Corporation or a person that directly or indirectly controls, is
controlled by, or is under common control with, the Corporation)
directly or indirectly acquire beneficial ownership (within the
meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as
amended) of securities possessing more than fifty percent (50%)
of the total combined voting power of the Corporation's
outstanding securities pursuant to a tender or exchange offer
made directly to the Corporation's stockholders which the Board
does not recommend such stockholders to accept, and
more than fifty percent (50%) of the securities
acquired in such tender or exchange offer are accepted from
holders other than the officers and directors of the Corporation
subject to the short-swing profit restrictions of Section 16 of
the Securities Exchange Act of 1934, as amended.
The TAKE-OVER PRICE per share of Common Stock
shall be equal to the greater of (i) the Fair Market Value per
share on the date the option is surrendered to the Corporation in
connection with a Hostile Take-Over, as determined in accordance
with the valuation provisions of the Option Agreement, or (ii)
the highest reported price per share of Common Stock paid by the
tender offeror in effecting such Hostile Take-Over. However, if
the surrendered option is designated as an Incentive Option in
the Grant Notice, then the Take-Over Price shall not exceed the
clause (i) price per share.
4. In no event may this limited stock appreciation
right be exercised when there is not a positive spread between
the Fair Market Value of the vested Option Shares and the
aggregate Exercise Price payable for such shares. This limited
stock appreciation right shall in all events terminate upon the
expiration or sooner termination of the option term and may not
be assigned or transferred by Optionee.
IN WITNESS WHEREOF, Amdahl Corporation has caused this
Addendum to be executed by its duly-authorized officer, and
Optionee has executed this Addendum, all as of the Effective Date
specified below.
AMDAHL CORPORATION
By
Title
OPTIONEE
EFFECTIVE DATE: , 199
Exhibit 4(h)
ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into,
and are hereby made a part of, that certain Stock Option
Agreement dated , 199 (the "Option
Agreement") by and between Amdahl Corporation (the "Corporation")
and ("Optionee") evidencing the non-
statutory stock option granted on such date to Optionee under the
terms of the Corporation's 1994 Stock Incentive Plan, and such
provisions shall be effective immediately. Capitalized terms
used in this Addendum, to the extent not otherwise specifically
defined herein, shall have the meanings assigned to such terms in
the Option Agreement.
SPECIAL TAX ELECTIONS
1. Stock Withholding. Optionee is hereby granted the
-----------------
election to have the Corporation withhold, at the time the option
is exercised, a portion of the purchased Option Shares with an
aggregate Fair Market Value not to exceed one hundred percent
(100%) of the applicable Federal, state and local income and
employment tax withholding liability Optionee incurs in
connection with the option exercise (the "Withholding Taxes").
Optionee's exercise of the election must be
effected in accordance with the following terms and conditions:
a. The election must be made on or before the
date the liability for the Withholding Taxes incurred in
connection with the option exercise is determined (the "Tax
Determination Date"), and Optionee must designate in such
election the percentage of the Withholding Taxes to be satisfied
through the Corporation's withholding of a portion of the
purchased Option Shares.
b. The election shall be irrevocable.
c. The election shall be subject to the approval
of the Plan Administrator, and none of the Option Shares shall
actually be withheld in satisfaction of the Withholding Taxes
incurred by Optionee in connection with the option exercise,
except to the extent the election is approved by the Plan
Administrator.
d. The Option Shares withheld pursuant to the
election shall be valued at Fair Market Value on the Tax
Determination Date.
e. In no event may the number of shares
requested to be withheld exceed in Fair Market Value the dollar
amount of the Withholding Taxes incurred by Optionee in
connection with the option exercise.
If the stock withholding election is made by
Optionee at the time when Optionee is an officer or director of
the Corporation subject to the short-swing profit restrictions of
Section 16(b) of the Securities Exchange Act of 1934, as amended,
then the following limitations, in addition to the preceding
provisions, shall also be applicable:
a. The election shall not become effective at
any time prior to the expiration of the six (6)-month period
measured from the Effective Date of this Addendum indicated
below, and no Option Shares shall accordingly be withheld in
connection with any Tax Determination Date which occurs before
the expiration of such six (6)-month period.
b. The stock withholding election must be made
in accordance with the following limitations:
(1) Such election must be made at least six
(6) months before the Tax Determination Date, or
(2) Both the exercise of such election and
the exercise of the option must occur concurrently within a
quarterly "window" period. Quarterly window periods shall begin
on the third (3rd) business day following the date of public
release of each quarterly or annual summary statement of the
Corporation's sales and earnings and end on the earlier of the
twelfth (12th) business day following such release date or the
Tax Determination Date.
c. The six (6)-month periods specified in
clauses a. and b. shall not be applicable in the event of
Optionee's death or permanent disability.
2. Stock Delivery. Optionee is hereby granted the
--------------
election to deliver, at the time the option is exercised, one or
more shares of the Corporation's Common Stock previously acquired
by Optionee (other than in connection with the acquisition
triggering the Withholding Taxes) with an aggregate Fair Market
Value not to exceed one hundred percent (100%) of the Withholding
Taxes incurred in connection with such option exercise.
Optionee's exercise of the election must be
effected in accordance with the following terms and conditions:
a. The election must be made on or before the
Tax Determination Date for the Withholding Taxes.
b. The election shall be irrevocable.
c. The election shall be subject to the approval
of the Plan Administrator, and none of the delivered shares of
Common Stock shall be accepted in satisfaction of the Withholding
Taxes incurred by Optionee in connection with the option
exercise, except to the extent the election is approved by the
Plan Administrator.
d. The shares of Common Stock delivered in
satisfaction of the Withholding Taxes shall be valued at Fair
Market Value on the Tax Determination Date.
e. In no event may the number of delivered
shares exceed in Fair Market Value the dollar amount of the
Withholding Taxes incurred by Optionee in connection with the
exercise of the option.
IN WITNESS WHEREOF, Amdahl Corporation has caused this
Addendum to be executed by its duly-authorized officer, and
Optionee has executed this Addendum, all as of the Effective Date
specified below.
AMDAHL CORPORATION
By
Title
OPTIONEE
EFFECTIVE DATE: , 199__
Exhibit 4(i)
AMDAHL CORPORATION
STOCK ISSUANCE AGREEMENT
AGREEMENT made as of this day of , 199
by and between Amdahl Corporation, a Delaware corporation (the
"Corporation"), and , a participant
("Participant") in the Corporation's 1994 Stock Incentive Plan
(the "Plan").
I. PURCHASE OF SHARES
------------------
A. Purchase. Participant hereby purchases, and the
--------
Corporation hereby sells to Participant, __________ shares of the
Corporation's Common Stock (the "Shares") at a purchase price of
$_________ per share (the "Purchase Price") pursuant to the
provisions of the Plan.
B. Payment. Concurrently with the execution of this
-------
Agreement, Participant shall deliver to the Secretary of the
Corporation: (i) the aggregate Purchase Price payable for the
Shares in cash or check payable to the Corporation's order and
(ii) a duly-executed Assignment Separate from Certificate (in the
form attached hereto as Exhibit I).
C. Delivery of Certificates. The certificates
------------------------
representing the purchased Shares shall be held in escrow by the
Secretary of the Corporation in accordance with the provisions of
this Agreement.
D. Stockholder Rights. Until such time as the
------------------
Corporation actually exercises its repurchase right under this
Agreement, Participant (or any successor in interest) shall have
all the rights of a stockholder (including voting, dividend and
liquidation rights) with respect to the purchased Shares,
including the Shares held in escrow hereunder, subject, however,
to the transfer restrictions of this Agreement.
II. REPURCHASE RIGHT
----------------
A. Grant. The Corporation is hereby granted the
-----
right (the "Repurchase Right"), exercisable at any time during
the sixty (60)-day period following the date Participant ceases
for any reason to remain in Service, to repurchase at the
Purchase Price any or all of the Shares in which Participant has
not acquired a vested interest in accordance with the vesting
provisions of this Article (such shares to be hereinafter called
the "Unvested Shares").
For purposes of this Agreement, Participant shall be
deemed to remain in SERVICE for so long as Participant continues
to render periodic services to the Corporation or any subsidiary
(as determined in accordance with the provisions of the Plan),
whether as an employee, a non-employee member of the board of
directors or an independent consultant or advisor. However,
should Participant undertake a leave of absence for any reason,
his or her Service shall be deemed to cease as of the
commencement date of such leave, unless (i) continued vesting in
the Shares during the period of such leave is specifically
authorized by the Plan Administrator in writing and
(ii) Participant returns to active Service on or before the
specified expiration date of such leave.
B. Exercise of the Repurchase Right. The Repurchase
--------------------------------
Right shall be exercisable by written notice delivered to the
Optionee or any other Owner of the Unvested Shares prior to the
expiration of the sixty (60)-day period specified above. The
notice shall indicate the number of Unvested Shares to be
repurchased and the date on which the repurchase is to be
effected, such date to be not more than thirty (30) days after
the date of the notice. To the extent one or more certificates
representing Unvested Shares may have been previously delivered
out of escrow to the Owner, then the Owner shall, prior to the
close of business on the date specified for the repurchase,
deliver to the Secretary of the Corporation the certificates
representing the Unvested Shares to be repurchased, each
certificate to be properly endorsed for transfer. The
Corporation shall, concurrently with the receipt of such stock
certificates, pay to the Owner in cash or cash equivalents
(including the cancellation of any purchase-money indebtedness),
an amount equal to the Purchase Price previously paid for the
Unvested Shares which are to be repurchased.
C. Termination of the Repurchase Right.
-----------------------------------
1. The Repurchase Right shall terminate with respect
to any Unvested Shares for which it is not timely exercised under
this Article.
2. Participant shall acquire a vested interest in the
Unvested Shares, and the Repurchase Right shall accordingly lapse
with respect to those Shares, in a series of five (5) equal and
successive annual installments over the Optionee's continued
period of Service measured from , 199__. In
no event, however, shall any additional Unvested Shares vest
following the Participant's cessation of Service for any reason.
D. Fractional Shares. No fractional shares shall be
-----------------
repurchased by the Corporation. Accordingly, should the
Repurchase Right extend to a fractional share at the time of the
Participant's cessation of Service, then such fractional share
shall be added to any fractional share in which Participant is at
such time vested in order to make one whole vested share no
longer subject to the Repurchase Right.
E. Additional Shares or Substituted Securities. In
-------------------------------------------
the event 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, any new, substituted or
additional securities or other property (including money paid
other than as a regular cash dividend) which is by reason of any
such transaction distributed with respect to the Shares shall be
immediately subject to the Repurchase Right, but only to the
extent the Shares are at the time covered by such right.
Appropriate adjustments to reflect the distribution of such
securities or other property shall be made to the number of
Shares hereunder and to the price per share to be paid upon the
exercise of the Repurchase Right in order to reflect the effect
of any such transaction upon the Corporation's capital structure;
provided, however, that the aggregate purchase price payable
under the Repurchase Right shall remain the same.
F. Corporate Transaction. Upon the occurrence of any
---------------------
of the following stockholder-approved transactions to which the
Corporation is a party (a "Corporate Transaction"):
a. a merger or consolidation in which the
Corporation is not the surviving entity, except for a transaction
the principal purpose of which is to change the state in which
the Corporation is incorporated,
b. the sale, transfer or other disposition of
all or substantially all of the assets of the Corporation in
complete liquidation and dissolution of the Corporation, or
c. any reverse merger in which the Corporation
is the surviving entity but in which securities possessing more
than fifty percent (50%) of the total combined voting power of
the Corporation's outstanding securities are transferred to
person or persons different from the persons holding those
securities immediately prior to such merger,
the Repurchase Right shall automatically terminate
in its entirety, and Participant shall immediately acquire a
vested interest in all the Unvested Shares, except to the extent
the Repurchase Right is expressly assigned to the successor
corporation (or its parent company) in connection with the
Corporate Transaction.
To the extent the Repurchase Right remains in
effect following such Corporate Transaction, the Repurchase Right
shall apply to the new securities or other property (including
money paid other than as a regular cash dividend) issued in
exchange for the Unvested Shares in consummation of the Corporate
Transaction. Appropriate adjustments shall be made to the price
per share payable upon exercise of the Repurchase Right to
reflect the effect of the Corporate Transaction upon the
Corporation's capital structure; provided, however, that the
aggregate purchase price payable under the Repurchase Right shall
remain the same.
III. TRANSFER RESTRICTIONS
---------------------
A. Restriction on Transfer. Participant shall not
-----------------------
transfer, assign, encumber or otherwise dispose of any Unvested
Shares subject to the Corporation's Repurchase Right. Such
restrictions on transfer, however, shall not be applicable to (i)
a gratuitous transfer of the Unvested Shares made to
Participant's spouse or issue, including adopted children, or to
a trust for the exclusive benefit of Participant or Participant's
spouse or issue, (ii) a transfer of title to the Unvested Shares
effected pursuant to Participant's will or the laws of intestate
succession following Participant's death or (iii) a transfer to
the Corporation in pledge as security for any purchase-money
indebtedness incurred by Participant in connection with the
acquisition of the Unvested Shares.
B. Restrictive Legends. The stock certificates for
-------------------
the Unvested Shares shall be endorsed with the following
restrictive legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE UNVESTED AND
ARE ACCORDINGLY SUBJECT TO (I) CERTAIN TRANSFER RESTRICTIONS AND
(II) REPURCHASE BY THE CORPORATION IN THE EVENT THE REGISTERED
HOLDER (OR HIS/HER PREDECESSOR IN INTEREST) CEASES TO REMAIN IN
THE CORPORATION'S SERVICE. SUCH TRANSFER RESTRICTIONS AND THE
TERMS AND CONDITIONS OF SUCH REPURCHASE RIGHT ARE SET FORTH IN A
STOCK ISSUANCE AGREEMENT BETWEEN THE CORPORATION AND THE
REGISTERED HOLDER OF THE SHARES (OR PREDECESSOR IN INTEREST)
WHICH IS DATED , 199 . A COPY OF SUCH
AGREEMENT IS ON FILE AT THE CORPORATION'S PRINCIPAL OFFICES.
C. Transferee Obligations. Each person (other than
----------------------
the Corporation) to whom the Unvested Shares are transferred by
means any transfer permitted under this Article must, as a
condition precedent to the validity of such transfer, acknowledge
in writing to the Corporation that such person is bound by the
provisions of this Agreement and that the transferred Shares are
subject to the Repurchase Right to the same extent such Shares
would be so subject if retained by Participant.
D. Definition of Owner. For purposes of this
-------------------
Agreement, the term "Owner" shall include Participant and all
subsequent holders of the Shares who derive their chain of
ownership through a permitted transfer from Participant in
accordance with the provisions of this Article.
IV. ESCROW
------
A. Deposit. Upon issuance, the certificates for any
-------
Unvested Shares purchased hereunder shall be deposited in escrow
with the Secretary of the Corporation to be held in accordance
with the provisions of this Article. Each deposited certificate
shall be accompanied by a duly-executed Assignment Separate from
Certificate in the form of Exhibit I. The deposited
certificates, together with any other assets or securities from
time to time deposited with the Secretary of the Corporation
pursuant to the requirements of this Agreement, shall remain in
escrow until such time or times as the certificates (or other
assets and securities) are to be released or otherwise
surrendered for cancellation in accordance with the provisions of
this Article. Upon delivery of the certificates (or other assets
and securities) to the Secretary of the Corporation, the Owner
shall be issued an instrument of deposit acknowledging the number
of Unvested Shares (or other assets and securities) delivered in
escrow.
B. Recapitalization. All regular cash dividends on
----------------
the Unvested Shares (or on any other securities at the time held
in escrow) shall be paid directly to the Owner and shall not be
held in escrow. However, in the event of any stock dividend,
stock split, recapitalization, combination of shares, exchange of
shares or other change affecting the Corporation's outstanding
Common Stock as a class effected without the Corporation's
receipt of consideration or in the event of any reorganization of
the Corporation (including, without limitation, a Corporate
Transaction), any new, substituted or additional securities or
other property (including money paid other than as a regular cash
dividend) which is by reason of such transaction distributed with
respect to the Unvested Shares shall be immediately delivered to
the Secretary of the Corporation to be held in escrow under this
Article, but only to the extent the Unvested Shares are at the
time subject to such escrow requirements.
C. Release/Surrender. The Unvested Shares, together
-----------------
with any other assets or securities held in escrow hereunder,
shall be subject to the following terms and conditions relating
to their release from escrow or their surrender to the
Corporation for repurchase and cancellation:
1. Should the Corporation (or its assignees) elect to
exercise the Repurchase Right with respect to any Unvested
Shares, then the escrowed certificates for such Unvested Shares
(together with any other assets or securities attributable
thereto) shall be delivered to the Corporation concurrently with
the payment to the Owner, in cash or cash equivalent (including
the cancellation of any purchase-money indebtedness), of an
amount equal to the aggregate Purchase Price for such Unvested
Shares, and the Owner shall cease to have any further rights or
claims with respect to such Unvested Shares (or other assets or
securities attributable to such Unvested Shares).
2. As the interest of Participant in the Unvested
Shares (or any other assets or securities attributable thereto)
vests in accordance with the provisions of this Agreement, the
certificates for such vested Shares (as well as all other vested
assets and securities) shall be released from escrow and
delivered to the Owner in accordance with the following schedule:
a. The vested Shares (or other vested assets and
securities) shall be released from escrow at annual intervals,
beginning one (1) year after the execution date of this
Agreement.
b.Upon Participant's cessation of Service, any
escrowed Shares (or other assets or securities) in which
Participant is at the time vested shall be promptly released from
escrow.
c. Upon any earlier termination of the
Repurchase Right in accordance with the applicable provisions of
this Agreement, any Shares (or other assets or securities) at the
time held in escrow hereunder shall promptly be released to the
Owner as fully vested securities or other property.
V. SPECIAL TAX ELECTION
--------------------
A. Section 83(b) Election. Participant shall be
----------------------
subject to income taxation with respect to the Unvested Shares in
accordance with the applicable tax principles of Section 83 of
the Internal Revenue Code (the "Code"). Participant accordingly
understands that there will be no taxation of the Unvested Shares
at the time of their purchase under this Agreement, but as the
Repurchase Right with respect to such Unvested Shares lapses in
increments over Participant's period of Service, the excess of
the fair market value of the Shares which vest on each such lapse
date over the Purchase Price paid for such shares will be
reportable as current ordinary income and will be subject to
applicable tax withholding requirements. Participant
understands, however, that he or she may elect under Code Section
83(b) to be taxed at the time the Unvested Shares are purchased
under this Agreement, rather than when and as the Repurchase
Right lapses with respect to those Unvested Shares. Such
election must be filed with the Internal Revenue Service within
thirty (30) days after the date of this Agreement. Even if the
fair market value of the Unvested Shares purchased under this
Agreement is at that time equal to the Purchase Price paid for
such shares (and thus no taxable income is recognized), the
election must be made to avoid adverse tax consequences in the
future. THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT
II HERETO. PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS
FILING WITHIN THE THIRTY (30)-DAY PERIOD WILL RESULT IN THE
RECOGNITION OF ORDINARY INCOME BY PARTICIPANT AS THE REPURCHASE
RIGHT LAPSES WITH RESPECT TO THE UNVESTED SHARES PURCHASED
HEREUNDER.
B. FILING RESPONSIBILITY. PARTICIPANT ACKNOWLEDGES
---------------------
THAT IT IS PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT THE
CORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION
83(b), EVEN IF PARTICIPANT REQUESTS THE CORPORATION OR ITS
REPRESENTATIVES TO MAKE THIS FILING ON HIS/HER BEHALF.
VI. GENERAL PROVISIONS
------------------
A. Assignment. The Corporation may assign its
----------
Repurchase Right to any person or entity selected by the Board,
including (without limitation) one or more stockholders of the
Corporation.
B. No Employment or Service Contract. Nothing in
---------------------------------
this Agreement or in the Plan shall confer upon Participant any
right to continue in the Service of the Corporation (or any
subsidiary corporation of the Corporation employing or retaining
Participant) for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the
Corporation (or any such subsidiary) or Participant, which rights
are hereby expressly reserved by each, to terminate Participant's
Service at any time for any reason whatsoever, with or without
cause.
C. Notices. Any notice required in connection with
-------
(i) the Repurchase Right or (ii) the disposition of any Unvested
Shares covered thereby shall be given in writing and shall be
deemed effective upon personal delivery or upon deposit in the
United States mail, registered or certified, postage prepaid and
addressed to the party entitled to such notice at the address
indicated below such party's signature line on this Agreement or
at such other address as such party may designate by ten (10)
days prior written notice under this paragraph to the other party
to this Agreement.
D. No Waiver. The failure of the Corporation (or its
---------
assignees) in any instance to exercise the Repurchase Right shall
not constitute a waiver of any other repurchase rights that may
subsequently arise under the provisions of this Agreement or any
other agreement between the Corporation and Participant. No
waiver of any breach or condition of this Agreement shall be
deemed to be a waiver of any other or subsequent breach or
condition, whether of like or different nature.
E. Cancellation of Shares. If the Corporation (or
----------------------
its assignees) shall make available, at the time and place and in
the amount and form provided in this Agreement, the consideration
for the Unvested Shares to be repurchased in accordance with the
provisions of this Agreement, then from and after such time, the
person from whom such Unvested Shares are to be repurchased shall
no longer have any rights as a holder of such Shares (other than
the right to receive payment of such consideration in accordance
with this Agreement), and such Shares shall be deemed purchased
in accordance with the applicable provisions hereof and the
Corporation (or its assignees) shall be deemed the owner and
holder of such Shares, whether or not the certificates therefor
have been delivered as required by this Agreement.
VII. MISCELLANEOUS PROVISIONS
------------------------
A. Participant Undertaking. Participant hereby
-----------------------
agrees to take whatever additional action and execute whatever
additional documents the Corporation may in its judgment deem
necessary or advisable in order to carry out or effect one or
more of the obligations or restrictions imposed on either
Participant or the Shares pursuant to the express provisions of
this Agreement.
B. Agreement is Entire Contract. This Agreement
----------------------------
constitutes the entire contract between the parties hereto with
regard to the subject matter hereof. This Agreement is made
pursuant to the provisions of the Plan and shall in all respects
be construed in conformity with the express terms and provisions
of the Plan.
C. Governing Law. This Agreement shall be governed
-------------
by, and construed in accordance with, the laws of the State of
California, as such laws are applied to contracts entered into
and performed in such State without resort to that State's
conflict-of-laws provisions.
D. Successors and Assigns. The provisions of this
----------------------
Agreement shall inure to the benefit of, and be binding upon, the
Corporation and its successors and assigns and Participant and
Participant's legal representatives, heirs, legatees,
distributees, assigns and transferees by operation of law,
whether or not any such person shall have become a party to this
Agreement and have agreed in writing to join herein and be bound
by the terms and conditions hereof.
D. Counterparts. This Agreement may be executed in
------------
one or more counterparts. Each such counterpart shall be deemed
to be an original and all such counterparts shall together
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this
Agreement on the day and year first indicated above.
AMDAHL CORPORATION
By:
Title:
Address:
PARTICIPANT
Address:
<PAGE>
EXHIBIT I
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED hereby sell(s),
assign(s) and transfer(s) unto Amdahl Corporation (the
"Corporation"), ( ) shares of the
Common Stock of the Corporation standing in
name on the books of the Corporation represented by Certificate
No. herewith and do hereby irrevocably
constitute and appoint Attorney
to transfer the said stock on the books of the Corporation with
full power of substitution in the premises.
Dated:
Signature
INSTRUCTION: Please do not fill in any blanks other than the
signature line. The purpose of this assignment is to enable the
Corporation to exercise its Repurchase Right set forth in the
Agreement without requiring additional signatures on the part of
Participant.
<PAGE>
EXHIBIT II
SECTION 83(b) TAX ELECTION
This statement is being made under Section 83(b) of the Internal
Revenue Code, pursuant to Treas. Reg. Section 1.83-2.
(1) The taxpayer who performed the services is:
Name:
Address:
Taxpayer Ident. No.:
(2) The property with respect to which the election is being
made is shares of the common stock of Amdahl
Corporation.
(3) The property was issued on , 199 .
(4) The taxable year in which the election is being made is the
calendar year 199 .
(5) The property is subject to a repurchase right pursuant to
which the issuer has the right to acquire the property at the
original purchase price if for any reason taxpayer's employment
with the issuer is terminated. Such repurchase right will lapse
in a series of equal annual installments over a five (5)-year
period beginning on , 199 and ending on , 199
.
(6) The fair market value at the time of transfer (determined
without regard to any restriction other than a restriction which
by its terms will never lapse) is $ per share.
(7) The amount paid for such property is $___________ per share.
(8) A copy of this statement was furnished to Amdahl Corporation
for whom taxpayer rendered the services underlying the transfer
of property.
(9) This statement is executed as of: , 199 .
Spouse (if any) Taxpayer
This form must be filed with the Internal Revenue Service Center
with which taxpayer files his or her Federal income tax returns.
The filing must be made within 30 days after the execution date
of the Stock Issuance Agreement and should be made by registered
or certified mail, return receipt requested. Participant must
retain two (2) copies of the completed form for filing with his
or her Federal and state tax returns for the current tax year and
an additional copy for his or her records.
Exhibit 4(j)
AMDAHL CORPORATION
RESTRICTED STOCK PURCHASE AGREEMENT
-------------------------------------
This document sets forth the agreement between Amdahl
Corporation ("Company") and ("Employee") made as of the
day of , 19 pursuant to the provisions of the Amdahl
Corporation Restricted Stock Plan.
1. PURCHASE OF SHARES
------------------
The Employee hereby purchases from the Company, and the
Company hereby sells to the Employee, shares of the Company's
common stock, par value $0.05 per share ("common stock"), at the
purchase price of $0.05 per share. The Employee shall
concurrently herewith deliver to the Company his personal check
for the full amount of the purchase price.
2. VESTING SCHEDULE
----------------
Provided the Employee remains in the employ of the Company
or its subsidiaries through the close of business on each of the
"Vesting Dates" listed below, the interest of the Employee in the
purchased common stock shall vest in accordance with the
following schedule:
VESTING DATE SHARES TO VEST
(i) Should the Employee cease, by reason of death or
permanent disability, to be an employee of the Company or its
subsidiaries prior to the close of business on , 19 , then
the interest of the Employee in the purchased common stock shall
become fully and immediately vested upon such cessation of
employee status. For purposes of this agreement, the Employee
shall be deemed to be permanently disabled if the Employee is, by
reason of any medically determinable physical or mental
impairment expected to result in death or to be of continuous
duration of not less than 12 months, unable to engage in any
substantial gainful employment.
3. RESTRICTIONS
------------
A. The Employee may under no circumstances transfer any of
the purchased common stock in which he does not have a vested
interest; accordingly, the certificate or certificates
representing such common stock shall bear the restrictive legend
specified in subparagraph 3D, until such legend is removed in
accordance with subparagraph 5B. The Employee, however, shall
have all the rights of a stockholder with respect to the
purchased shares, whether or not his interest in such shares is
vested. Accordingly, the Employee shall have the right to vote
such shares and to receive any cash dividends or other
distributions paid or made with respect to such shares. Any new,
additional or different shares of stock which the Employee may
have the right to receive with respect to his unvested common
stock by reason of a stock dividend, stock split or
reclassification of common stock or by reason of a merger,
consolidation or other change in the capital structure of the
Company shall be issued to the Employee, subject to the same
vesting schedule applicable to the unvested common stock and
subject to the escrow requirements of paragraph 5 hereof.
B. In the event the Employee should, while his interest in
the purchased common stock remains unvested, (i) attempt to
transfer any of the unvested common stock or any interest therein
or (ii) cease employment with the Company or its subsidiaries for
any reason other than death or permanent disability, then the
certificate or certificates evidencing the Employee's unvested
common stock shall be immediately surrendered to the Company for
cancellation and neither the Employee nor any other person shall
any longer possess stock holder rights with respect to the
unvested shares. In exchange for the cancelled certificates the
Employee shall receive a cash amount from the Company equal to
the purchase price paid by the Employee for the cancelled shares.
As used in this agreement, the term "transfer" shall include,
without limitation, any sale, pledge, encumbrance, gift or other
disposition of the unvested shares, but shall exclude any
conversion of the common stock in accordance with subparagraph
3C.
C. In the event the Company's common stock is converted
into cash or other shares or securities of the Company or any
other corporation as a result of a merger, consolidation,
reorganization, liquidation or other transaction, any unvested
common stock held by the Employee at the time of such transaction
shall likewise be converted into cash or other shares or
securities of the Company or such other corporation, and such
assets shall be held in escrow by the Company or its successor in
accordance with the same terms and conditions applicable
hereunder to the common stock prior to the conversion and shall
be distributed to the Employee when and if his interest therein
vests in accordance with the vesting schedule applicable to the
converted common stock.
D. Until the Employee's interest therein vests, each
certificate representing the shares of common stock purchased
hereunder shall bear the following restrictive legend:
"The sale or other transfer (whether voluntary,
involuntary or by operation of law) of the shares of
stock represented by this certificate is subject to the
restrictions on transfer set forth in the Amdahl
Corporation Restricted Stock Plan. A copy of the
Restricted Stock Plan may be obtained from the
Secretary of the Corporation."
4. WAIVER
------
The administrator of the Restricted Stock Plan may in its
sole discretion waive, in whole or in part, any loss of unvested
common stock or other assets which the Employee would otherwise
incur under the provisions of paragraph 3 hereof. Such a waiver
shall result in the immediate vesting of the Employee's interest
in the shares of common stock or other assets to which the waiver
applies.
5. ESCROW OF UNVESTED COMMON STOCK
-------------------------------
A. The Employee shall concurrently herewith endorse in
blank the certificate or certificates representing the purchase
shares of common stock and deposit such certificates in escrow
with the Company. Any new, additional or different shares of
stock issued to the Employee with respect to the common stock
held in escrow shall likewise be endorsed in blank and promptly
deposited in escrow with the Company. Any other assets received
by the Employee upon the conversion of his unvested common stock
by means of a transaction described in subparagraph 3C hereof
shall be delivered to the Company to be held in escrow.
B. The Company shall establish an escrow account for the
Employee and maintain on deposit in such account all certificates
and other assets received from the Employee in accordance with
the requirements of subparagraph 5A. The Company shall upon
request inform the Employee of the number of stock certificates
held in the escrow account and the number of shares of common
stock represented by each certificate and shall provide a
description of any other assets held in the escrow account.
C. When and if the interest of the Employee vests with
respect to the stock certificates held in the escrow account, the
Company shall deliver to the Employee the certificates
representing the vested shares, and such certificates shall not
contain the restrictive legend set forth in subparagraph 3D
hereof. Any other assets held in the escrow account shall also
be distributed to the Employee as and when his interest therein
vests. The Employee shall execute whatever documents and take
whatever additional action the Company may request to enable it
to effect the foregoing distributions of stock and other assets.
6. LIMITATIONS
-----------
A. Under no circumstances shall shares of common stock or
other assets be issued or delivered to the Employee pursuant to
the provisions of this agreement unless and until, in the opinion
of counsel for the Company or its successors, there shall have
been compliance with all applicable requirements of the federal
securities law, all applicable listing requirements of any
securities exchange on which stock of the same class is then
listed, and all other requirements of law or of any regulatory
bodies having jurisdiction over such issuance and delivery.
B. The rights of the Employee to acquire common stock or
other assets pursuant to the provisions of this agreement may not
be assigned, encumbered or otherwise transferred by him until his
interest therein vests.
7. INTERPRETATION
--------------
A. This agreement and the purchase and sale of common
stock evidenced hereby are made and effected pursuant to the
provisions of the Company's Restricted Stock Plan and are in all
respects limited by and subject to the provisions of the
Restricted Stock Plan.
B. Neither the action of the Company in establishing the
Restricted Stock Plan, nor any action taken thereunder, nor any
provision of the Restricted Stock Plan or this agreement shall be
construed so as to grant the Employee any right to remain in the
employ of the Company or its subsidiaries for any period of
specific duration.
C. This agreement shall be construed and enforced in
accordance with, and shall be governed by, the laws of the State
of California.
AMDAHL CORPORATION
By
Anthony M. Pozos
Senior Vice President
Human Resources and
Corporate Services
Employee Signature
Employee Printed Name
<PAGE>
SCHEDULE TO
FORM OF RESTRICTED STOCK PURCHASE AGREEMENT
Amdahl Corporation's Restricted Stock Plan allowed for
several different vesting schedules. The agreements used are
substantially identical except for the different release
schedules which follow:
1) 33% of the employee's interest shall be released after
the expiration of 12, 24 and 36 months from the date of grant.
2) 20% of the employee's interest shall be released after
the expiration of 12, 24, 36, 48 and 60 months from the date of
grant.
3) 10% of the employee's interest shall be released on the
anniversary of the date of grant for 10 years from the date of
grant.
Exhibit 4(k)
AMDAHL CORPORATION
RESTRICTED STOCK PURCHASE AGREEMENT
This document sets forth the agreement between Amdahl
Corporation ("Company") and ("Employee") made as of
the 26th day of January 1994 pursuant to the provisions of the Amdahl
Corporation Restricted Stock Plan.
1. PURCHASE OF SHARES
------------------
The Employee hereby purchases from the Company, and the
Company hereby sells to the Employee, 100,000 shares of the
Company's common stock, par value $0.05 per share ("Common
Stock"), at the purchase price of $0.05 per share. The Employee
shall concurrently herewith deliver to the Company his personal
check for the full amount of the purchase price.
2. VESTING SCHEDULE
----------------
The interest of the Employee in the purchased Common
Stock shall vest in accordance with the following schedule:
(i) Provided the Employee remains in the employ of the
Company or its subsidiaries through the close of business on each
of the "Vesting Dates" listed below, the interest of the Employee
shall vest in accordance with the following schedule:
% OF UNVESTED
VESTING DATE SHARES
January 26, 1995 10%
January 26, 1996 11.11112%
January 26, 1997 18.75%
January 26, 1998 23.07693%
January 26, 1999 50%
January 26, 2000 100%
(ii) In the event the fair market value of the
Company's stock reaches $15.00 per share, and averages or exceeds
that price for three continuous months, then the Employee shall
immediately vest with respect to fifty percent (50%) of the
shares not yet vested under this agreement. The remaining
unvested shares shall continue to be released in accordance with
the schedule in (i) above;
(iii) In the event the fair market value of the
Company's stock reaches $20.00 per share, and averages or exceeds
that price for three continuous months, the Employee shall
immediately vest with respect to one hundred percent (100%) of
the shares not yet vested under this Agreement; and,
(iv) Should the Employee cease, by reason of death or
permanent disability, to be an employee of the Company or its
subsidiaries prior to the close of business on January 26, 2000,
then the interest of the Employee in the purchased Common Stock
shall become fully and immediately vested upon such cessation of
employee status. For purposes of this agreement, the Employee
shall be deemed to be permanently disabled if the Employee is, by
reason of any medically determinable physical or mental
impairment expected to result in death or to be of continuous
duration of not less than 12 months, unable to engage in any
substantial gainful employment.
3. RESTRICTIONS
------------
A. The Employee may under no circumstances transfer any of
the purchased Common Stock in which he does not have a vested
interest; accordingly, the certificate or certificates
representing such Common Stock shall bear the restrictive legend
specified in sub-paragraph 3D, until such legend is removed in
accordance with subparagraph 5B. The Employee, however, shall
have all the rights of a stockholder with respect to the
purchased shares, whether or not his interest in such shares is
vested. Accordingly, the Employee shall have the right to vote
such shares and to receive any cash dividends or other
distributions paid or made with respect to such shares. Any new,
additional or different shares of stock which the Employee may
have the right to receive with respect to his unvested Common
Stock by reason of a stock dividend, stock split or
reclassification of Common Stock or by reason of a merger,
consolidation or other change in the capital structure of the
Company shall be issued to the Employee, subject to the same
vesting schedule applicable to the unvested Common Stock and
subject to the escrow requirements of paragraph 5 hereof.
B. In the event the Employee should, while his interest in
the purchased Common Stock remains unvested, (i) attempt to
transfer any of the unvested Common Stock or any interest therein
or (ii) cease employment with the Company or its subsidiaries for
any reason other than death or permanent disability, then the
certificate or certificates evidencing the Employee's unvested
Common Stock shall be immediately surrendered to the Company for
cancellation and neither the Employee nor any other person shall
any longer possess stockholder rights with respect to the
unvested shares. In exchange for the cancelled certificates the
Employee shall receive a cash amount from the Company equal to
the purchase price paid by the Employee for the cancelled shares.
As used in this agreement, the term "transfer" shall include,
without limit- ation, any sale, pledge, encumbrance, gift or
other disposition of the unvested shares, but shall exclude any
conversion of the Common Stock in accordance with subparagraph
3C.
C. In the event the Company's Common Stock is converted
into cash or other shares or securities of the Company or any
other corporation as a result of a merger, consolidation,
reorganization, liquidation or other transaction, any unvested
Common Stock held by the Employee at the time of such transaction
shall likewise be converted into cash or other shares or
securities of the Company or such other corporation, and such
assets shall be held in escrow by the Company or its successor in
accordance with the same terms and conditions applicable
hereunder to the Common Stock prior to the conversion and shall
be distributed to the Employee when and if his interest therein
vests in accordance with the vesting schedule applicable to the
converted Common Stock.
D. Until the Employee's interest therein vests, each
certificate representing the shares of Common Stock purchased
hereunder shall bear the following restrictive legend:
"The sale or other transfer (whether voluntary, involuntary
or by operation of law) of the shares of stock represented by
this certificate is subject to the restrictions on transfer set
forth in the Amdahl Corporation Restricted Stock Plan. A copy of
the Restricted Stock Plan may be obtained from the Secretary of
the Corporation."
4. WAIVER
------
The administrator of the Restricted Stock Plan may in its
sole discretion waive, in whole or in part, any loss of unvested
Common Stock or other assets which the Employee would otherwise
incur under the provisions of paragraph 3 hereof. Such a waiver
shall result in the immediate vesting of the Employee's interest
in the shares of Common Stock or other assets to which the waiver
applies.
5. ESCROW OF UNVESTED COMMON STOCK
-------------------------------
A. The Employee shall concurrently herewith endorse in
blank the certificate or certificates representing the purchase
shares of Common Stock and deposit such certificates in escrow
with the Company. Any new, additional or different shares of
stock issued to the Employee with respect to the Common Stock
held in escrow shall likewise be endorsed in blank and promptly
deposited in escrow with the Company. Any other assets received
by the Employee upon the conversion of his unvested Common Stock
by means of a transaction described in subparagraph 3C hereof
shall be delivered to the Company to be held in escrow.
B. The Company shall establish an escrow account for the
Employee and maintain on deposit in such account all certificates
and other assets received from the Employee in accordance with
the requirements of subparagraph 5A. The Company shall upon
request inform the Employee of the number of stock certificates
held in the escrow account and the number of shares of Common
Stock represented by each certificate and shall provide a
description of any other assets held in the escrow account.
C. When and if the interest of the Employee vests with
respect to the stock certificates held in the escrow account, the
Company shall deliver to the Employee the certificates
representing the vested shares, and such certificates shall not
contain the restrictive legend set forth in subparagraph 3D
hereof. Any other assets held in the escrow account shall also
be distributed to the Employee as and when his interest therein
vests. The Employee shall execute whatever documents and take
whatever additional action the Company may request to enable it
to effect the foregoing distributions of stock and other assets.
6. LIMITATIONS
-----------
A. Under no circumstances shall shares of Common Stock or
other assets be issued or delivered to the Employee pursuant to
the provisions of this agreement unless and until, in the opinion
of counsel for the Company or its successors, there shall have
been compliance with all applicable requirements of the federal
secur- ities law, all applicable listing requirements of any
securities exchange on which stock of the same class is then
listed, and all other requirements of law or of any regulatory
bodies having jurisdiction over such issuance and delivery.
B. The rights of the Employee to acquire Common Stock or
other assets pursuant to the provisions of this agreement may not
be assigned, encumbered or otherwise transferred by him until his
interest therein vests.
7. INTERPRETATION
--------------
A. This agreement and the purchase and sale of Common
Stock evidenced hereby are made and effected pursuant to the
provisions of the Company's Restricted Stock Plan and are in all
respects limited by and subject to the provisions of the
Restricted Stock Plan.
B. Neither the action of the Company in establishing the
Restricted Stock Plan, nor any action taken thereunder, nor any
provision of the Restricted Stock Plan or this agreement shall be
construed so as to grant the Employee any right to remain in the
employ of the Company or its subsidiaries for any period of
specific duration.
C. This agreement shall be construed and enforced in
accordance with, and shall be governed by, the laws of the State
of California.
AMDAHL CORPORATION
- --------------------------
By
Anthony M. Pozos
Senior Vice President
Human Resources and
Corporate Services
- ---------------------------
Employee Signature
- ---------------------------
Employee Printed Name
Employee Address:
- ----------------------------------------
No. Street
- ----------------------------------------
City State Zip
Exhibit 4(l)
ADDENDUM
TO
RESTRICTED STOCK PURCHASE AGREEMENT
There is hereby incorporated into that certain Restricted
Stock Purchase Agreement dated January 24, 1990 (the "Agreement")
by and between Amdahl Corporation (the "Company") and
(the "Employee") the special tax election provisions specified
below, effective July 1, 1992. All capitalized terms in this
Addendum shall have the meanings assigned to such terms in the
Agreement.
SPECIAL TAX ELECTIONS
---------------------
A. Stock Withholding. The Employee is hereby granted the
-----------------
election to have the Company withhold, as and when the Employee
vests in the purchased shares of Amdahl Corporation common stock
("common stock") a portion of those vested shares with an
aggregate fair market value equal to the designated percentage
(any multiple of 5 percent up to 100 percent as specified by the
Employee) of the applicable Federal, Sate and local income,
employment and other tax withholding liabilities incurred by the
Employee in connection with the vesting of those shares
(collectively the "Withholding Taxes"). Such election shall only
be exercisable in the event the employee does not otherwise make
an Internal Revenue Code Section 83(b) election to be taxed on
the purchased shares of common stock at the time of initial
issuance to him under the Agreement.
Any such exercise of the election must be effected in
accordance with the following terms and conditions:
(i) The election must be made on or before the date
the amount of the Withholding Taxes incurred by the Employee in
connection with the vesting of the purchased shares is determined
(the "Tax Determination Date").
(ii) The election shall be irrevocable.
(iii) The election shall be subject to the approval of
the Restricted Stock Plan Administrator, and none of the
purchased shares shall be withheld in satisfaction of the
Withholding Taxes incurred in connection with the vesting of such
shares, except to the extent the election is approved by the
Restricted Stock Plan Administrator.
(iv) The vested shares withheld pursuant to the
election shall be valued at the mean of the lowest and highest
selling prices per share of common stock on the Tax Determination
Date on the principal exchange on which the common stock is then
listed or admitted to trading, as such prices are officially
quoted by the composite tape of transactions on such exchange.
If there are no reported sales of common stock on the principal
exchange on such date, then the mean of the lowest and highest
selling prices on such exchange on the next preceding day for
which there do exist such quotations shall be determinative of
the value of the withheld shares.
(v) In no event may the value of the shares of common
stock requested to be withheld exceed the dollar amount of the
Withholding Taxes incurred in connection with the vesting of the
purchased shares.
If the stock withholding election is made by the Employee at
a time when such individual is an officer or director of the
Company subject to the short-swing profit restrictions of Section
16(b) of the Securities Exchange Act of 1934, then the following
limitations, in addition to the preceding provisions, shall also
be applicable:
(i) The election shall not become effective at any
time prior to the expiration of the six (6) month period measured
from the grant date of the stock withholding election evidenced
by this Addendum, and none of the purchased shares of common
stock shall accordingly be withheld in connection with any Tax
Determination Date which occurs before the expiration of such six
(6) month period.
(ii) The stock withholding election must be made in
accordance within the following limitations:
- Such election must be made at least six (6)
months before the Tax Determination Date, or
- Such election must be exercised in the
quarterly "window" period in which or immediately prior to which
the Tax Determination Date occurs. Quarterly window periods
shall begin on the third (3rd) business day following the date of
public release of each quarterly or annual statement of the
Company's sales and earnings and end on the earlier of the
twelfth (12th) business day following such release date or the
Tax Determination Date.
(iii) The six (6) month periods specified in
clauses (i) and (ii) shall not be applicable in the event of the
Employee's death or disability.
B. Stock Delivery. The Employee is hereby granted the
--------------
election to deliver to the Company, as and when the Employee
vests in the shares of common stock purchased under the
Agreement, other shares of the Company's common stock, previously
acquired by such individual (other than as part of the common
stock purchase to which the election relates) and held as fully-
vested shares, with an aggregate Fair Market Value equal to the
designated percentage (any multiple of 5 percent up to 100
percent as specified by the Employee) of the Withholding Taxes
incurred by the Employee in connection with the vesting of the
purchased shares. Such election shall only be exercisable in the
event the Employee does not otherwise make an Internal Revenue
Code Section 83(b) election to be taxed on the purchased shares
of common stock at the time of initial issuance to him under the
Agreement.
Any such exercise of the election must be effected in
accordance with the following terms and conditions:
(i) The election must be made on or before the date
the amount of the Withholding Taxes incurred in connection with
the vesting of the purchased shares of common stock is determined
(the "Tax Determination Date").
(ii) The election shall be irrevocable.
(iii) The election shall be subject to the approval of
the Restricted Stock Plan Administrator, and none of the
delivered shares shall be accepted in satisfaction of the
Withholding Taxes, except to the extent the election is approved
by the Restricted Stock Plan Administrator. However, the
Restricted Stock Plan Administrator has pre-approved any and all
stock delivery elections made by the Employee in accordance with
the provisions of this Addendum, provided such election relates
to Withholding Taxes incurred on one or more Tax Determination
Dates occurring after the effective date of this Addendum. Such
pre-approval may be revoked at any time by the Restricted Stock
Plan Administrator with respect to any stock delivery elections
made after the Employee is notified of such revocation.
(iv) The delivered shares shall be valued at the mean
of the lowest and highest selling prices per share of common
stock on the Tax Determination Date on the principal exchange on
which the common stock is then listed or admitted to trading, as
such prices are officially quoted by the composite tape of
transactions on such exchange. If there are no reported sales of
common stock on the principal exchange on such date, then the
mean of the lowest and highest selling prices on such exchange on
the next preceding day for which there do exist such quotations
shall be determinative of the value of the delivered shares.
(v) In no event may the value of the delivered shares
exceed the dollar amount of the Withholding Taxes incurred in
connection with the vesting of the purchased shares.
No additional restrictions or limitations shall be
applicable to any stock delivery election made by the Employee,
whether or not such individual is at the time an officer or
director of the Company subject to the short-swing profit
restrictions of Section 16(b) of the Securities Exchange Act of 1934.
Except for the special tax elections provided herein,
nothing in this Addendum shall affect or otherwise modify the
existing terms and provisions of the Agreement.
IN WITNESS WHEREOF, Amdahl Corporation and the Employee have
executed this Addendum on , 1992.
----------------
AMDAHL CORPORATION
By
-------------------------
Anthony M. Pozos
Senior Vice President
Human Resources and
Corporate Services
-------------------------
Employee Signature
-------------------------
Employee Printed Name
Exhibit 4(m)
NOTICE OF GRANT OF STOCK OPTION
AND GRANT AGREEMENT
Name:
("Optionee")
Employee ID:
Department No.:
You have been granted an option to acquire AMDAHL CORPORATION
common stock as follows:
Incentive stock option grant:
Plan:
Grant Date:
Option price per share (FMV at grant date):
Total number of common shares granted:
(Collectively the "Option")
Your schedule and term of exercisability for this stock option
grant is as follows:
May be Must be
Number Exercised On Exercised
of Shares or After Before
Optionee hereby agrees that the Option to acquire shares of
AMDAHL CORPORATION common stock is granted pursuant to and in
accordance with the terms of the applicable AMDAHL CORPORATION
Stock Option Plan and the Stock Option Agreement (such Stock
Option Agreement being attached hereto as Exhibit A) (the
"Agreement"), both of which are incorporated herein and made an
integral part of this agreement.
Optionee further acknowledges receipt of the AMDAHL CORPORATION
Prospectus covering shares issuable under the Company's Stock
Option Plans and a copy of the current Annual and interim
reports.
DATE OPTIONEE
AMDAHL CORPORATION
By
Anthony M. Pozos
Senior Vice President
Human Resources
& Corporate Services
<PAGE>
STOCK OPTION AGREEMENT
(INCENTIVE STOCK OPTION)
------------------------
RECITALS
- --------
A. The Board of Directors of Amdahl Corporation
("Corporation") has adopted and approved the Corporation's Stock
Option Plans (1971, 1974, and 1982), as amended (the "Plan" or
the "Plans") for the purpose of attracting and retaining the
services of selected executive and other key employees, and for
the purpose of providing an incentive to encourage and stimulate
increased efforts by them.
B. Optionee is a selected executive or other key employee
within the meaning of the Plan, and this Notice of Grant of Stock
Option and Grant Agreement ("Agreement") is executed pursuant to,
and is intended to carry out the purpose of, the Plan in
connection with the granting of a stock option to Optionee by the
Corporation.
C. The granted option is intended to be an incentive stock
option ("Incentive Option") within the meaning of Section 422A of
the Internal Revenue Code.
NOW, THEREFORE, it is hereby agreed as follows:
1. Grant of Option. Subject to and upon the terms and
---------------
conditions set forth in this Agreement, the Corporation hereby
grants to Optionee a stock option, as of the grant date specified
in the accompanying Notice of Grant of Stock Option, and Grant
Agreement, to purchase shares of the Corporation's common stock
(which shares are hereinafter called " option shares") during the
specified term of this option, in such number and at such price,
being not less than one hundred percent (100%) of the fair market
value thereof on the grant date, as is specified in the
accompanying Notice of Grant of Stock Option and Grant Agreement.
2. Specified Term. The term of this option shall be the
--------------
period commencing on the date of this Agreement which is the date
of the granting of this option, and, subject to the provisions of
Paragraphs 7 and 8(c) hereof, ending three (3) months after the
date of termination of Optionee's employment for any cause
whatsoever; provided, however, that in any event, unless sooner
terminated, the specified term of this option shall end upon the
expiration of the ten (10)-year period measured from the grant
date of this option, and this option shall be of no further force
and effect and shall not be exercisable to any extent after the
expiration of such ten (10)-year period.
3. Optionee Nontransferable; Exception. This option shall
-----------------------------------
not be transferable or assignable by Optionee otherwise than by
will or the laws of descent and distribution and may be
exercised, during Optionee's lifetime, only be Optionee.
4. Time of Exercising Option. Subject to the provisions
-------------------------
of Paragraph 8(c), Optionee shall have no right to purchase any of
the option shares except in accordance with the exercisability
schedule specified in the accompanying Notice of Grant of Stock
Option and Grant Agreement. Within the limitations provided in
said Notice, Optionee may, within the specified term of this
option and pursuant to the provisions of this Agreement, purchase
any or all of the option shares in accordance with the above
mentioned schedule.
5. Limitation on Exercise. Notwithstanding any provision
----------------------
to the contrary in this Agreement or any other agreement evidencing
a stock option granted to Optionee under the Plan or any other
option plan of the Corporation or its subsidiaries, this option
may under no circumstances be exercised while there remains
outstanding (within the meaning of subsection (c) (7) of Section
422A of the Internal Revenue Code) any other Incentive Option
which was granted at an earlier date to Optionee to purchase
stock in the Corporation or any other corporation which is on the
date of grant of this option either a parent or subsidiary of the
Corporation or a predecessor corporation of any such
corporations.
6. Exercise of Option on Termination of Employment. If
-----------------------------------------------
for any reason whatsoever, Optionee's employment is terminated within
the specified term of this option, all rights under this option
shall terminate, and this option shall cease to be outstanding,
three (3) months after such termination of employment; provided,
however, that during such three (3) month period, Optionee shall
be entitled to exercise this option only with respect to that
number of option shares (if any) for which this option is in
accordance with the installment provisions of Paragraph 4
exercisable on the date of such termination of employment.
7. Exercise of Option After Optionee's Death. Any
-----------------------------------------
provision of this Agreement to the contrary notwithstanding, should
Optionee die while this option is outstanding, the executors or
administrators of Optionee's estate, or Optionee's heirs or
legatees, as the case may be, shall have the right to exercise
this option, but only with respect to that number of option
shares, (if any) for which this option is in accordance with the
installment provisions of paragraph 4 exercisable on the date of
Optionee's death. Such right shall lapse, and this option shall
terminate, upon the earlier of
(i) the expiration of one (1) year after the date of
Optionee's death; or
(ii) the expiration of ten (10) years after the grant
date of this option.
8. Adjustment in Option Shares.
---------------------------
(a) In the event of any increase or decrease in the
number of outstanding shares of the Corporation's common stock
resulting from a recapitalization, payment of a common stock
dividend, stock split, combination of shares or any other
increase or decrease in the number of such shares effected
without receipt of consideration by the Corporation, the number
of the option shares then subject to this option and the option
price per share shall be proportionately adjusted for such
increase or decrease without any change in the aggregate purchase
for the option shares.
(b) If the Corporation shall be the surviving
corporation in any merger or consolidation, this option shall
pertain to and apply the securities to which a holder of the
number of shares of common stock which are subject to this option
would have been entitled, and there shall be substituted with
respect to the option share then subject to this option a new
option upon the same terms as set forth in this Agreement except
for necessary changes in the number, kind or price of such option
shares a may be necessitated by such a merger or consolidation,
with the result that Optionee shall, upon exercise, receive under
such new option the same shares or securities as he would have
received pursuant to such merger or consolidation with respect to
such option shares had he purchased such option shares under this
Agreement immediately prior to such merger or consolidation.
(c) A dissolution or liquidation of the Corporation or
a merger or consolidation in which Corporation is not the
surviving corporation shall cause this option to terminate upon
the effective date of such dissolution, liquidation, merger or
consolidation; provided, however, that Optionee shall have the
right to purchase one hundred percent (100%) of the option shares
not theretofore purchased by him at any time during the fifteen
(15) day period immediately prior to the effective date of such
dissolution, liquidation, merger or consolidation in which
Corporation is not the surviving corporation. This option
agreement shall not in any way affect the right of Corporation to
make changes of its capital structure or to merge or consolidate
or to dissolve, liquidate or sell all or any part of its business
or its assets.
9. Privilege of Stock Ownership. Optionee shall not have
----------------------------
any of the rights of a shareholder with respect to the option
shares except to the extent that this option is exercised for
such shares and certificates for the purchased shares are
actually issued and delivered to Optionee pursuant to this
option.
10. Manner of Exercising Option.
---------------------------
(a) This option may be exercised only as to whole
shares and only by written notice signed by Optionee (or in the
case of exercise after Optionee's death, by Optionee's executor,
administrator, heir or legatee, as the case may be), and given to
the Secretary of the Corporation. Such notice shall:
(i) Specify the number of option shares with respect
to which the option is being exercised;
(ii) Be accompanied by:
(A) full payment in cash or cash equivalent, such
as a certified check payable to the Corporation's order, of the
option price for the option shares being purchased;
(B) full payment in shares of common stock of the
Corporation having a Fair Marker Value on the Exercise Date (as
such terms are defined below) equal to the option shares being
purchased; or
(C) a combination of shares of common stock of
the Corporation valued at Fair Market Value on the Exercise Date
and cash or cash equivalent, equal in the aggregate to the option
price for the option shares being purchased; and
(iii) Include appropriate documentation that the
person or persons exercising the option, if other than Optionee,
have the right to exercise this option.
(b) For purposes of Paragraph 10(a) above, the Fair
Market Value of a share of the Corporation's common stock shall
be the mean of the lowest and highest selling prices of one share
of such common stock on the Exercise Date on the principal
exchange on which the common stock is then listed or admitted to
trading, as such prices are officially quoted by the composite
tape of transactions on such exchange. The Exercise Date shall
be the date on which written notice of the exercise of this
option is delivered to the Corporation.
(c) This option shall be deemed to have been exercised
with respect to the option shares specified in the notice of
exercise at such time as such notice shall have been delivered to
the Corporation, together with any representations requested by
the Corporation pursuant to Paragraph 11(b). Payment of the
option price shall immediately become due and shall accompany the
notice of exercise. As soon thereafter as practical Corporation
shall mail or deliver to Optionee or to the other person or
persons exercising this option a certificate or certificates
representing the shares so purchased and paid for.
11. Compliance with Laws and Regulations.
------------------------------------
(a) The exercise of this option and the issuance of
option shares upon the exercise of this option shall be subject
to compliance by Corporation and by Optionee with all applicable
requirements of law relating thereto and with all applicable
regulations of any stock exchange on which the Corporation's
common stock may be listed at the time of such exercise and
issuance.
(b) Prior to exercise of the option hereunder,
Optionee shall execute and deliver to the Corporation such
representations in writing as may be requested by the Corporation
in order for it to comply with the applicable requirements of
federal and state securities laws.
12. Optionee's Employment. As used in this Agreement, the
---------------------
term "Optionee's employment" means the employment of Optionee by
Corporation or by any subsidiary corporation (as defined in the
Plan). Except to the extent the terms of any employment contract
between the Corporation and the Optionee may expressly provide
otherwise, the Corporation (or any subsidiary corporation
employing the Optionee) shall have the right to terminate or
change the terms of employment of Optionee at any time for any
reason whatsoever.
13. Notices. Any notice required to be given to the
-------
Corporation under the terms of this Agreement shall be in writing
and addressed to the Corporation in care of its Secretary at its
Corporate Offices at 1250 East Arques Avenue, Sunnyvale,
California 94086. Any notice to be given to Optionee shall be in
writing and addressed to him at the address indicated below his
signature line in this Agreement. Any such notice shall be
deemed effectively given upon personal delivery or upon deposit
in the United States Post Office, by registered or certified
mail, postage prepaid and properly addressed to the party to be
notified.
14. Successors and Assigns. The provisions of this
----------------------
Agreement shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and
assigns of Optionee and of the Corporation.
15. Interpretation of this Agreement. This Agreement and
--------------------------------
the option evidenced hereby are made and granted pursuant to the
plan and are in all respects limited by and subject to the
express provisions of the plan applicable to incentive options.
Any dispute regarding the interpretation of this Agreement shall
be submitted by Optionee or by Corporation forthwith to the Board
of Directors of Corporation for resolution. The resolution of
such dispute by the Board of Directors shall be final and binding
upon all parties having an interest in this option.
16. Liability of Corporation.
------------------------
(a) If the option shares covered by this Agreement
exceed the number of shares which may without shareholder
approval be issued under the plan as of the date hereof, then
this option shall be void with respect to such excess shares
unless shareholder approval of an Amendment sufficiently
increasing the number of shares issuable under the Plan is
obtained in accordance with Section IX of the plan.
(b) The inability of Corporation to obtain approval
from any regulatory body having authority deemed by Corporation
to be necessary to the lawful issuance and sale of any common
stock hereunder shall relieve Corporation of any liability in
respect of the non-issuance or sale of such common stock as to
which approval shall not have been obtained.
Exhibit 4(n)
NON-QUALIFIED STOCK OPTION AGREEMENT
--------------------------------------
AGREEMENT made as of the 30th day of October, 1984, by and
between AMDAHL CORPORATION, a Delaware corporation (hereinafter
called "Corporation"), and
-----------------------------
(hereinafter called "Optionee");
W I T N E S S E T H:
--------------------
RECITALS
- --------
A. The Board of Directors of Corporation has adopted and
approved the Corporation's Stock Option Plan (1974), hereinafter
called the "Plan", for the purpose of attracting and retaining
the services of selected executives and non-employee directors
and providing an incentive to encourage and stimulate increased
efforts by them.
B. Optionee is a non-employee member of the Corporation's
Board of Directors (the "Board"), and this Agreement is executed
pursuant to, and is intended to carry out the purposes of, the
Plan in connection with the granting of a stock option to
Optionee by the Corporation.
C. The granted option is not intended to be an incentive
stock option within the meaning of Section 422A of the Internal
Revenue Code. The granted option is accordingly a non-qualified
option.
NOW, THEREFORE, it is hereby agreed as follows:
1. Grant of Option. Subject to and upon the terms and
---------------
conditions set forth in this Agreement Corporation hereby grants
to Optionee a stock option to purchase in the aggregate up to
10,000 shares of the Corporation's common stock (the "option
shares") during the specified term of this option at the price of
$11.125 per share, such pricing being no less one hundred percent
(100%) of the fair market value thereof on the grant date.
2. Specified Term. The term of this option shall be the
--------------
period commencing on the date hereof (which is the grant date of
this option) and, subject to the provisions of paragraphs 6, 7(c)
and 16 hereof, ending three (3) months after the date Optionee
ceases for any reason to be a member of the Board; provided,
however, that in any event, unless sooner terminated, the
specified term of this option shall end and upon the expiration
of the ten (10)-year period measured from the grant date of this
option, and this option shall be of no further force and effect
and shall not be exercisable to any extent whatever after the
expiration of such ten (10)-year period.
3. Option Nontransferable; Exception. This option shall
----------------------------------
not be transferable or assignable by Optionee other than by will
or by the laws of descent and distribution and may be exercised,
during Optionee's lifetime, only by Optionee.
4. Time of Exercising Option. This option may not be
-------------------------
exercised in whole or in part at any time prior to the later of
(i) shareholder approval of the plan amendment specified in
paragraph 16 or (ii) the expiration of the 12-month period
measured from the grant date of this option. Thereafter Optionee
may, within the specified term of this option and pursuant to the
provisions of this Agreement, purchase the option shares in
accordance with the following schedule:
(i) 20 percent of the option shares at any time after the
expiration of 12 months from the grant date of this option;
(ii) an additional 20 percent of the option shares at any
time after the expiration of 24 months from the grant date of
this option;
(iii) an additional 20 percent of the option shares at any
time after the expiration of 36 months from the grant date of
this option;
(iv) an additional 20 percent of the option shares at any
time after the expiration of 60 months from the grant date of
this option; and
(v) the balance of the option shares after the expiration
of 72 months from the grant date of this option.
Within the limitations provided in this paragraph 4,
Optionee may from time to time during the specified term of this
option purchase any or all of the option shares.
5. Exercise of Option on Termination of Board Membership.
-----------------------------------------------------
Should Optionee cease for any reason to be a member of the Board
during the specified term of this option, all rights under this
option shall terminate, and this option shall cease to be
outstanding, three (3) months after such cessation of Board
membership; provided, however, that during such three (3) month
period, Optionee shall be entitled to exercise this option only
with respect to that number of option shares (if any) for which
this option is in accordance with the installment provisions of
paragraph 4 exercisable on the date of such cessation of Board
membership.
6. Exercise of Option After Optionee's Death. Any
-----------------------------------------
provision of this Agreement to the contrary notwithstanding, should
Optionee die while this option is outstanding, the executors or
administrators of Optionee's estate, or Optionee's heirs or
legatees, as the case may be, shall have the right to exercise
this option, but only with respect to that number of option
shares (if any) for which this option is, in accordance with the
provisions of paragraphs 4 and 5, exercisable on the date of
Optionee's death. Such right shall lapse, and this option shall
terminate, upon the earlier of (i) the expiration of one (1) year
after the date of Optionee's death or (ii) the expiration of ten
(10) years after the grant date of this option.
7. Adjustment in Option Shares.
---------------------------
(a) In the event of any increase or decrease in the number
of outstanding shares of the Corporation's common stock resulting
from a recapitalization, payment of a common stock divided, stock
split, combination of shares or any other increase or decrease in
the number of such shares effected without receipt of
consideration by the Corporation, the number of the option shares
at the time purchasable under this option and the option price
per share shall be proportionately adjusted for such increase or
decrease without any change in the aggregate purchase price
payable for the option shares.
(b) If the Corporation shall be the surviving corporation
in any merger or consolidation, this option shall pertain to and
apply to the securities to which a holder of the number of shares
of common stock which are subject to this option would have been
entitled, and there shall be substituted with respect to the
option shares at the time purchasable under this option a new
option upon the same terms as set forth in this Agreement except
for necessary changes in the number, kind or price of such option
shares as may be necessitated by such merger or consolidation,
with the result that Optionee shall, upon exercise, receive under
such new option the same shares or securities as Optionee would
have received pursuant to such merger or consolidation with
respect to such option shares had he purchased such option shares
under this Agreement immediately prior to such merger or consolidation.
(c) A dissolution or liquidation of the Corporation or a
merger or consolidation in which Corporation is not the surviving
corporation shall cause this option to terminate upon the
effective date of such dissolution, liquidation, merger or
consolidation; provided, however, that Optionee shall have the
right, notwithstanding any provision to the contrary in this
Agreement, to purchase any or all of the option shares for which
this option has not theretofore been exercised, and may exercise
such right at any time during the fifteen (15) day period
immediately prior to the effective date of such dissolution or
liquidation or such merger or consolidation in which Corporation
is not the surviving Corporation.
(d) This option agreement shall not in any way affect the
right of Corporation to make changes of its capital structure or
to merge or consolidate or to dissolve, liquidate or sell all or
any part of its business or its assets.
8. Privilege of Stock Ownership. Optionee shall not have
----------------------------
any of the rights of a shareholder with respect to the option
shares except to the extent that this option is exercised for
such shares and certificates for the purchased shares are
actually issued and delivered to Optionee.
9. Manner of Exercising Option.
---------------------------
(a) This option may be exercised only as to whole shares
and only by written notice signed by Optionee (or in the case of
exercise after Optionee's death, by Optionee's executor,
administrator, heir or legatee, as the case may be), and given to
the Secretary of the Corporation. Such notice shall:
(i) specify the number of option shares with respect
to which the option is being exercised;
(ii) Be accompanied by payment of the option price in
one or more of the following alternative forms: (A) full payment,
in cash or cash equivalent, such as a certified check payable to
the Corporation's order, of the option price for the option
shares being purchased; (B) full payment in shares of common
stock of the Corporation having a Fair Market Value on the
Exercise Date (as such terms are defined below) equal to the
option price for the option shares being purchased; or (C) a
combination of shares of common stock of the Corporation valued
at Fair Market Value on the Exercise Date and cash or cash
equivalent, equal in the aggregate to the option price for the
option shares being purchased; and
(iii) Include appropriate documentation that the
person or persons exercising the option, if other than Optionee,
have the right to exercise this option.
(b) For purposes of paragraph 9(a) above, the Fair Market
Value of a share of the Corporation's common stock shall be the
mean of the lowest and highest selling prices of one share of
such common stock on the Exercise Date on the principal exchange
on which the common stock is then listed or admitted to trading,
as such prices are officially quoted by the composite tape of
transactions on such exchange. The Exercise Date shall be the
date on which written notice of the exercise of this option is
delivered to the Corporation.
(c) This option shall be deemed to have been exercised with
respect to the option shares specified in the notice of exercise
at such time as such notice shall have been delivered to the
Corporation, together with any representations requested by the
Corporation pursuant to paragraph 10(b). Payment of the option
price shall immediately become due and shall accompany the notice
of exercise. As soon thereafter as practical Corporation shall
mail or deliver to Optionee or to the other person or persons
exercising this option a certificate or certificates representing
the shares so purchased and paid for.
10. Compliance with Laws and Regulations.
------------------------------------
(a) The exercise of this option and the issuance of option
shares upon the exercise of this option shall be subject to
compliance by Corporation and by Optionee with all applicable
requirements of law relating thereto and with all applicable
regulations of any stock exchange on which the Corporation's
common stock may be listed at the time of such exercise and
issuance.
(b) Prior to exercise of the option hereunder, Optionee
shall execute and deliver to the Corporation such representations
in writing as may be requested by the Corporation in order for it
to comply with the applicable requirements of federal and state
securities laws.
11. Optionee's Service. Except to the extent the terms of
------------------
any service contract between the Corporation and the Optionee may
expressly provide otherwise, the Corporation shall have the right
to remove the Optionee from the Board at any time and for any
reason whatsoever.
12. Notices. Any notice required to be given to the
-------
Corporation under the terms of this Agreement shall be in writing
and addressed to the Corporation in care of its Secretary at its
Corporate Offices at 1250 East Arques Avenue, Sunnyvale,
California 94086. Any notice to be given to Optionee shall be in
writing and addressed to him at the address indicated below his
signature line in this Agreement. Any such notice shall be
deemed effectively given upon personal delivery or upon deposit
in the United States Post Office, by registered or certified
mail, postage prepaid and properly addressed to the party to be
notified.
13. Successors and Assigns. Except as otherwise provided
----------------------
herein, the provisions of this Agreement shall inure to the
benefit of, and be binding upon, the successors, administrators,
heirs, legal representatives, and assigns of Optionee and of the
Corporation.
14. Interpretation of this Agreement. This Agreement and
--------------------------------
the option evidenced hereby are made and granted pursuant to the Plan
and are in all respects limited by and subject to express
provisions of the Plan applicable to non-qualified options. Any
dispute regarding the interpretation of this Agreement shall be
submitted by Optionee or by Corporation forthwith to the Board.
The resolution of such dispute by the Board (without Optionee
acting in the matter) shall be final and binding upon all parties
having an interest in this option.
15. Liability of Corporation.
------------------------
(a) If the option shares covered by this Agreement exceed
the number of shares which may without shareholder approval be
issued under the Plan as of the date hereof, then this option
shall be void with respect to such excess shares unless
shareholder approval of an amendment sufficiently increasing the
number of shares issuable under the Plan is obtained in
accordance with Section IX of the Plan.
(b) The inability of Corporation to obtain approval from
any regulatory body having authority deemed by Corporation to be
necessary to the lawful issuance and sale of any common stock
hereunder shall relieve Corporation of any liability in respect
of the non-issuance or sale of such common stock as to which
approval shall have been obtained.
16. Shareholder Approval. The grant of this option is
--------------------
subject to approval by the Corporation's shareholders, at their
1985 Annual Meeting, of an amendment to the Plan extending
eligibility for option grants to nonemployee members of the Board
who are affiliated with Heizer Corporation. Under no
circumstances may this option be exercised at any time prior to
the obtaining of such shareholder approval. If such shareholder
approval is not obtained, then this option shall become null and
void as of the date of the Annual Meeting, and the Optionee shall
have no further rights to acquire the option shares pursuant to
the provisions of this Agreement.
IN WITNESS WHEREOF, Corporation has caused this Agreement to
be duly executed in duplicate by its officer thereunto duly
authorized, and Optionee has duly executed this Agreement in
duplicate, all as of the day and year first above written.
AMDAHL CORPORATION
By
-------------------------------
Anthony M. Pozos
Senior Vice President
Industrial Relations &
Corporate Services
--------------------------------
Optionee
--------------------------------
Address
--------------------------------
--------------------------------
Exhibit 4(o)
AUTOMATIC/NON-EMPLOYEE DIRECTOR GRANT
NON-QUALIFIED STOCK OPTION AGREEMENT
AGREEMENT made as of the day of , 19
, by and between AMDAHL CORPORATION, a Delaware corporation
(here- in-after called "Corporation"), and
(hereinafter called "Optionee").
WITNESSETH:
RECITALS
- --------
A. Optionee is a non-employee member of the Corporation's
Board of Directors (the "Board") who is entitled to receive an
option to acquire shares of the Corporation's common stock
pursuant to the automatic option grant program implemented for
non-employee Board members under the provisions of the
Corporation's Stock Option Plan (1974) (the "Plan"). This
Agreement is executed pursuant to, and is intended to carry out
the purposes of, the Plan in connection with the automatic option
grant made to such Optionee thereunder.
B. The granted option is not intended to be an incentive
stock option ("Incentive Option") within the meaning of Section
422A of the Internal Revenue Code.
NOW, THEREFORE, it is hereby agreed as follows:
1. GRANT OF OPTION. Subject to and upon the terms and
---------------
conditions set forth in this Agreement, Corporation hereby grants
to Optionee, as of the date of this Agreement (the "Grant Date"),
a stock option to purchase in the aggregate up to shares of the
Corporation's common stock (which shares are hereinafter called
the "Option Shares") during the specified term of this option.
The option price payable per share of such common stock shall be
$ , the fair market value per share of the common stock on the
Grant
Date.
2. SPECIFIED TERM. The term of this option shall be
--------------
the period commencing on the Grant Date and, subject to the earlier
termination pursuant to the provisions of paragraphs 6 and 8(b)
hereof, ending three (3) months after the date of the Optionee's
cessation of Board membership for any reason whatsoever. In no
event, however, shall the term of this option continue beyond the
expiration of the ten (10)-year period measured from the Grant
Date of this option, and this option shall be of no further force
and effect and shall not be exercisable to any extent after the
expiration of such ten (10)-year period.
3. NON-TRANSFERABILITY. This option shall not be
-------------------
transferable or assignable by Optionee otherwise than by will or by
the laws of descent and distribution and may be exercised, during
Optionee's lifetime, only by Optionee.
4. DATES OF EXERCISE. Subject to the provisions of para-
-----------------
graphs 8(a) and 8(d), Optionee shall have no right to purchase
any Option Shares prior to the expiration of the twelve
(12)-month period measured from the Grant Date. Upon the
expiration of such twelve (12)-month period, the Optionee may,
within the specified term of this option and pursuant to the
provisions of this Agreement, purchase the Option Shares in
accordance with the following schedule:
(i) Fifty percent (50%) of the Option Shares at any
time after the expiration of such twelve (12)-month period; and
(ii) The balance of the Option Shares at any time after
the expiration of the twenty-four (24)-month period measured
from the Grant Date.
In no event, however, shall this option become
exercisable for any Option Shares following the date the Optionee
ceases for any reason to be a member of the Board.
Optionee may from time to time during the
specified term of this option purchase any or all of the Option
Shares for which this option is at the time exercisable in
accordance with the provisions of this Agreement.
5. EXERCISE OF OPTION UPON CESSATION OF BOARD MEMBERSHIP.
-----------------------------------------------------
Should Optionee cease for any reason other than death to continue
as a member of the Board, then all rights under this option shall
terminate, and this option shall cease to be outstanding, three
(3) months after the date of such cessation of Board membership.
During such three (3)-month period, the Optionee shall be
entitled to exercise this option for up to that number of Option
Shares (if any) for which this option is at the time of the
Optionee's cessa- tion of Board membership exercisable pursuant
to the provisions of this Agreement. In no event, however, may
this option be exercised at any time after the expiration of the
maximum ten (10)-year term in effect for such option.
6. EXERCISE OF OPTION AFTER OPTIONEE'S DEATH. Should
-----------------------------------------
Optionee die while this option is outstanding, then the personal
representative of the Optionee's estate or the person or persons
to whom the Option is transferred pursuant to the Optionee's will
or in accordance with the law of descent and distribution shall
have the right to exercise this option for any or all of the
Option Shares for which this option is, in accordance with the
provisions of this Agreement, exercisable at the time of the Optionee's
death. Such right shall cease to be exercisable, and this option
shall accordingly terminate, upon the earlier of (i) the
expiration of the one (1)-year period measured from the date of
Optionee's death or (ii) the expiration of the ten (10)-year
maximum term in effect for this option.
7. ADJUSTMENT IN OPTION SHARES.
---------------------------
(a) In the event of any increase or decrease in the
number of outstanding shares of the Corporation's common stock
resulting from a recapitalization, common stock dividend, common
stock split, combination of the Corporation's outstanding shares
or any other increase or decrease in the number of shares of the
Corporation's common stock effected without receipt of consid-
eration, the number of Option Shares then subject to this option
and the option price per share shall be proportionately adjusted
for such increase or decrease, without any change in the
aggregate purchase price payable for the Option Shares.
(b) If the Corporation shall be the surviving cor-
poration in any merger or consolidation, this option shall
pertain and apply to the securities which an actual holder of the
number of shares of common stock at the time subject to this
option would have been entitled to receive in consummation of
such transaction, and there shall accordingly be substituted with
respect to the Option Shares then subject to this option a new
option upon the same terms as set forth in this Agreement except
for necessary changes in the number, kind or price of such Option
Shares as may be necessitated by such merger or consolidation,
with the result that Optionee shall, upon exercise, receive under
such new option the same shares or securities as he would have
received pursuant to such merger or consolidation with respect to
such Option Shares had he purchased such Option Shares under this
Agreement immediately prior to such merger or consolidation.
8. CORPORATE TRANSACTION.
---------------------
(a) In the event of any of the following transactions
(a "Corporate Transaction"):
(i) a dissolution or liquidation of the Corporation;
or
(ii) a merger or consolidation in which the
Corporation is not the surviving corporation, other than a merger
or consoli- dation effected primarily to change the State in
which the Corporation is incorporated; then the exercisability of
this option shall automatically be accelerated so that the option
may, immed- iately prior to the specified effective date for the
Corporate Transaction, be exercised for any or all of the Option
Shares.
(b) Upon the consummation of the Corporate
Transaction, this option to the extent not previously exercised
shall terminate and cease to be exercisable, unless assumed by
the successor cor- poration or parent thereof.
(c) This Agreement shall not in any way affect the
right of the Corporation to make changes in its capital
structure, to merge, consolidate or enter into any other business
combination or reorganization or to dissolve, liquidate or sell
all or any part of its business or assets.
9. PRIVILEGE OF STOCK OWNERSHIP. Optionee shall not have
----------------------------
any stockholder rights with respect to the Option Shares except to
the extent that this option is exercised for such shares and
certificates have been issued for the purchased shares.
10. MANNER OF EXERCISING OPTION.
---------------------------
(a) In order to exercise this option with respect to
any or all Option Shares for which this option is at the time
exercis- able, Optionee (or in the case of exercise after
Optionee's death, Optionee's executor, administrator, heir or
legatee, as the case may be) must take the following action:
(i) Provide the Secretary of the Corporation with
written notice of such exercise, specifying the number of Option
Shares for which the option is being exercised.
(ii) Pay the aggregate option price for the purchased
Option Shares in one or more of the following alternative forms:
(A) cash or cash equivalent, such as a personal or certified
check payable to the Corporation's order; (B) shares of the
Corporation's common stock held for the requisite period
necessary to avoid a charge to the Corporation's reported
earnings and valued at Fair Market Value on the Exercise Date (as
such terms are defined below); or (C) a combination of shares of
the Corporation's common stock held for the requisite period
necessary to avoid a charge to the Corporation's reported
earnings and valued at Fair Market Value on the Exercise Date and
cash or cash equivalent.
(iii) Include appropriate documentation that the
person or persons exercising the option, if other than Optionee,
have the right to exercise this option.
(b) For purposes of paragraph 10(a) above and for all
other valuation purposes under this Agreement, unless expressly
provided otherwise, the Fair Market Value per share of the
Corporation's common stock on any date in question shall be the
mean of the lowest and highest selling prices per share of the
common stock on such date on the principal exchange on which the
common stock is then listed or admitted to trading, as such
prices are officially quoted by the composite tape of
transactions on such exchange. If there are no reported selling
prices of the common stock on the date in question, then the Fair
Market Value per share of the common stock shall be the mean of
the lowest and highest selling prices per share of the common
stock on the first preceding date for which such quotations
exist. The Exercise Date shall be the first date on which there
is delivered to the Secretary of the Corporation both written
notice of the exercise of this option and payment of the option
price for the purchased shares.
(c) As soon after the Exercise Date as practical, the
Corporation shall mail or deliver to the Optionee (or any other
person or persons exercising this option) a certificate or
certificates representing the shares purchased and paid for on
such Exercise Date.
11. SURRENDER OF OPTION. Optionee is hereby granted a
-------------------
limited stock appreciation right, exercisable upon the terms and
conditions set forth below:
(a) Upon the occurrence of a Change in Control, the
Optionee shall have the right to surrender this option, provided
this option shall have been outstanding for a period of not less
than six (6) months measured from the Grant Date, and receive in
return an appreciation distribution from the Corporation in an
amount equal to the excess of (i) the Fair Market Value (at date
of surrender) of the Option Shares at the time subject to this
option, or (ii) the aggregate option price payable for such
shares.
(b) For purposes of measuring the dollar amount of the
appreciation distribution payable with respect to the surrendered
option, the Fair Market Value of the Option Shares subject to the
surrendered option shall be the greater of (i) the Fair Market
Value per share of the Corporation's common stock on the
surrender date, as determined pursuant to the normal valuation
provisions of paragraph 10(b), or (ii) the highest reported price
per share of the Corporation's common stock paid by the tender
offeror in
effecting the Change in Control.
(c) This limited stock appreciation right may only be
exercised upon written notice to the Secretary of the Corporation
in which there is specified the number of Option Shares as to
which the option is being surrendered. Such notice must be
accompanied by the return of this Agreement and all other
instruments evidenc- ing the surrendered option. The exercise
period for this limited stock appreciation right shall be limited
to the thirty (30)-day period commencing with the date on which
the Change in Control, and this right may be in no event
exercised after the expiration of
such period.
(d) Optionee shall have no further rights to acquire
shares of the Corporation's common stock under the surrendered
option (or surrendered portion thereof), and the appreciation
distribution to which Optionee shall accordingly become entitled
shall be made entirely in cash. No approval of the Board shall
be required in connection with such option surrender or cash
distribution.
(e) In no event may this limited stock appreciation
right be exercised when there is not a positive spread between
the Fair Market Value of the Option Shares and the aggregate
option price payable for such shares. This limited stock
appreciation right shall in all events terminate upon the
expiration or sooner termination of the option term and may not
be assigned or trans-
ferred by the Optionee.
12. COMPLIANCE WITH LAWS AND REGULATION.
-----------------------------------
(a) The exercise of this option and the issuance of
Option Shares upon the exercise of this option shall be subject
to compliance by the Corporation and the Optionee with all
applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange on which the
Corporation's common stock may be listed at the time of such
exercise and issuance.
(b) Prior to exercise of the option hereunder,
Optionee shall execute and deliver to the Corporation such
representations in writing as may be requested by the Corporation
in order for it to comply with the applicable requirements of
federal and state securities laws.
13. NOTICES. Any notice required to be given to the
-------
Corporation under the terms of this Agreement shall be in writing
and addressed to the Corporation in care of the Secretary of the
Corporation at the Corporate Offices at 1250 East Arques Avenue,
Sunnyvale, California 94088-3470. Any notice to be given to the
Optionee shall be in writing and addressed to him at the address
indicated below his signature line in this Agreement. Any such
notice shall be deemed effectively given upon personal delivery
or upon deposit in the United States Post Office, by registered
or certified mail, postage prepaid, and properly addressed to the
party to be notified.
14. SUCCESSORS AND ASSIGNS. Except as otherwise expressly
----------------------
set forth in this Agreement, the provisions of this Agreement
shall inure to the benefit of, and be binding upon, the
administrators, heirs, legal representatives and assigns of the
Optionee and of the Corporation.
15. INTERPRETATION OF THIS AGREEMENT. This Agreement and
--------------------------------
the option evidenced hereby are made and granted pursuant to the
atuo- matic grant provisions in effect under the Plan for
non-employee Board members and are in all respects limited by and
subject to the express provisions of the Plan applicable to such
automatic grants.
16. LIABILITY OF CORPORATION. The inability of the
------------------------
Corporation to obtain approval from any regulatory body having
authority deemed by the Corporation to be necessary to the lawful
issuance and sale of any common stock hereunder shall relieve the
Corporation of any liability with respect to the non-issuance or
sale of such common stock as to which approval shall not have
been obtained.
IN WITNESS WHEREOF, Amdahl Corporation has caused this
Agreement to be duly executed in duplicate by its officer
thereunto duly authorized, and the Optionee has duly executed
this Agreement in duplicate, all as of the day and year first
above written.
AMDAHL CORPORATION
By:
Patricia A. Boepple
Assistant Corporate Secretary
Optionee:
Address:
Exhibit 4(p)
AMDAHL CORPORATION
NOTICE OF GRANT OF STOCK OPTION
AND GRANT AGREEMENT
Name:
('Optionee')
Employee ID:
Department No.:
You have been granted an option to acquire AMDAHL CORPORATION
common stock as follows:
U. K. approved stock option grant:
Plan: 1974
Grant Date:
Option price per share (FMV at grant date):
Total number of common shares granted:
(Collectively the 'Option')
Your schedule and term of exercisability for this stock option
grant is as follows:
May be Must be
Number Exercised On Exercised
of Shares or After Before
Optionee hereby agrees that the Option to acquire shares of
AMDAHL CORPORATION common stock is granted pursuant to and in
accordance with the terms of the applicable AMDAHL CORPORATION
Stock Option Plan and the Stock Option Agreement (such Stock
Option Agreement being attached hereto as Exhibit A) (the
"Agreement"), both of which are incorporated herein and made an
integral part of this agreement.
Optionee further acknowledges receipt of the AMDAHL CORPORATION
Prospectus covering shares issuable under the Company's Stock
Option Plans and a copy of the current Annual and interim
reports.
DATE OPTIONEE
AMDAHL CORPORATION
By
Anthony M. Pozos
Senior Vice President
Human Resources
& Corporate Services
<PAGE>
APPROVED U.K.
STOCK OPTION GRANT AGREEMENT
(NON-QUALIFIED)
RECITALS
- --------
A. The Board of Directors of Amdahl Corporation
("Corporation") has adopted and approved Corporation's Stock
Option Plan (1974), as amended (the "Plan") for the purpose of
attracting and retaining the services of selected executive and
other key employees, and for the purpose of providing an
incentive to encourage and stimulate increased efforts by them.
B. Optionee is a selected executive or other key employee
within the meaning of the Plan, and this Approved U.K. Stock
Option Grant Agreement ("Agreement") is executed pursuant to, and
is intended to carry out the purpose of, the Plan in connection
with the granting of a non-qualified stock option to Optionee by
the Corporation.
C. The granted option is intended to be an Approved U.K.
Stock Option as defined in the Plan.
NOW, THEREFORE, it is hereby agreed as follows:
1. GRANT OF OPTION. Subject to and upon the terms and
---------------
conditions set forth in this Agreement, Corporation hereby grants
to Optionee a stock option to purchase shares of the
Corporation's common stock (which shares are herein after called
"option shares") during the specified term of this option, in
such number and at such price as is specified in the accompanying
Stock Option Grant Agreement.
2. SPECIFIED TERM. The term of this option shall be the
--------------
period commencing on the date of this Agreement which is the date
of the granting of this option, and, subject to the provisions of
Paragraphs 7 and 8(c) hereof, ending three (3) months after the
date of termination of Optionee's employment for any cause what-
soever; provided, however, that in any event, unless sooner ter-
minated, the specified term of this option shall end upon the
expiration of the ten (10) years after the grant date of this
option.
3. OPTIONEE NONTRANSFERABLE; EXCEPTION. This option shall
-----------------------------------
not be transferable or assignable by Optionee otherwise than by
will or the laws of descent and distribution and may be
exercised, during Optionee's lifetime, only by Optionee.
4. TIME OF EXERCISING OPTION. Subject to the provisions
-------------------------
of Paragraph 8(c), Optionee shall have no right to purchase any of
the option shares except in accordance with the exercisability
schedule in the accompanying Stock Option Grant Agreement.
Within the limitations provided in said Agreement, Optionee may,
within the specified term of this option and pursuant to the
provisions of this Agreement, purchase any or all of the option
shares in accordance with the above mentioned schedule. In no
event, however, will this option become exercisable for any
additional option shares following the termination of optionee's
employment.
5. WITHHOLDING. Optionee hereby agrees to make
-----------
appropriate arrangements with the Corporation or subsidiary corporation
employing Optionee for satisfaction of any Federal, state or
local income tax withholding requirements or Federal Social
Security Employee Tax requirements applicable to the exercise of
this option.
6. EXERCISE OF OPTION ON TERMINATION OF EMPLOYMENT. If
-----------------------------------------------
for any reason whatsoever, Optionee's employment is terminated within
the specified term of this option, all rights under this option
shall terminate, and this option shall cease to be outstanding,
three (3) months after such termination of employment; provided,
however, that during such three (3) month period, Optionee shall
be entitled to exercise this option only with respect to that
number of option shares (if any) for which this option is in
accordance with the installment provisions of Paragraph 4
exercisable on the date of such termination of employment.
7. EXERCISE OF OPTION AFTER OPTIONEE'S DEATH. Any
-----------------------------------------
provision of this Agreement to the contrary notwithstanding, should
Optionee die while this option is outstanding, or within three
(3) months after optionee's employment is terminated, the
executors or admin-istrators of Optionee's estate, or Optionee's
heirs or legatees, as the case may be, shall have the right to
exercise this option, but only with respect to that number of
option shares, (if any) for which this option is in accordance
with the installment provisions of Paragraph 4 exercisable on the
date of Optionee's death. Such right shall lapse, and this
option shall terminate, upon the EARLIER of
(i) the expiration of one (1) year after the date of
Optionee's death; or
(ii) the expiration of ten (10) years after the grant
date of this option.
8. ADJUSTMENT IN OPTION SHARES.
--------------------------
(a) In the event of any increase or decrease in the number
of outstanding shares of the Corporation's common stock
resulting from a recapitalization, payment of a common stock
dividend, stock split, combination of shares or any other
increase or decrease in the number of such shares effected
without receipt of consideration by the Corporation, the number
of the option shares then subject to this option and the option
price per share shall be proportionately adjusted for such
increase or decrease without any change in the aggregate purchase
price payable for the option shares.
(b) If the Corporation shall be the surviving corporation
in any merger or consolidation, this option shall pertain to and
apply to the securities to which a holder of the number of shares
of common stock which are subject to this option would have been
entitled, and there shall be substituted with respect to the
option shares then subject to this option a new option upon the
same terms as set forth in this Agreement except for necessary
changes in the number, kind or price of such option shares as may be
necessitated by such merger or consolidation, with the result
that Optionee shall, upon exercise, receive under such new option
the same shares or securities as he would have received pursuant
to such merger or consolidation with respect to such option
shares had he purchased such option shares under this Agreement
immediately prior to such merger or consolidation.
(c) A dissolution or liquidation of the Corporation or a
merger or consolidation in which Corporation is not the surviving
corporation (other than a transaction effected primarily to
change the state in which the Corporation is incorporated) shall
cause this option to terminate upon the effective date of such
dissolution, liquidation, merger or consolidation; provided,
however, that Optionee shall have the right to purchase one
hundred percent (100%) of the option shares not theretofore
purchased by him at any time during the fifteen (15) day period
immediately prior to the effective date of such dissolution,
liquidation, merger or consolidation in which Corporation is not
the surviving corporation. This option agreement shall not in
any way affect the right of Corporation to make changes of its
capital structure or to merge or consolidate or to dissolve,
liquidate or sell all or any part of its business or its assets.
9. PRIVILEGE OF STOCK OWNERSHIP. Optionee shall not have
----------------------------
any of the rights of a shareholder with respect to the option
shares except to the extent that this option is exercised for
such shares and certificates for the purchased shares are
actually issued and delivered to Optionee pursuant to this
option.
10. MANNER OF EXERCISING OPTION.
---------------------------
(a) This option may be exercised only as to whole shares
and only by written notice signed by Optionee (or in the case of
exercise after Optionee's death, by Optionee's executor,
administrator, heir or legatee, as the case may be), and given to
the Secretary of the Corporation. Such notice shall:
(i) Specify the number of option shares with respect
to which the option is being exercised;
(ii) Be accompanied by:
(A) full payment in cash or cash equivalent,such
as a certified check in U.S. dollars payable to the Corporation's
order, of the option price for the option shares being purchased;
(B) full payment in shares of common stock of the
Corporation having a Fair Market Value on the Exercise Date (as
such terms are defined below) equal to the option price for the
option shares being purchased; or
(C) a combination of shares of common stock of
the Corporation valued at Fair Market Value on the Exercise Date
and cash or cash equivalent, equal in the aggregate to the option
price for the option shares being purchased; and
(iii) Include appropriate documentation that the person
or persons exercising the option, if other than Optionee, have
the right to exercise this option.
(b) For purposes of Paragraph 10(a) above, the Fair Market
Value of a share of the Corporation's common stock shall be the
mean of the lowest and highest selling prices of one share of
such common stock on the Exercise Date on the principal exchange
on which the common stock is then listed or admitted to trading,
as such prices are officially quoted by the composite tape of
transactions on such exchange. The Exercise Date shall be the
date on which written notice of the exercise of this option is
delivered to the Corporation.
(c) This option shall be deemed to have been exercised with
respect to the option shares specified in the notice of exercise
at such time as such notice shall have been delivered to the
Corporation, together with any representations requested by the
Corporation pursuant to Paragraph 11(b). Except to the extent
the cashless sale and remittance procedure is utilized, payment
of the option price shall immediately become due and shall
accompany the notice of exercise. As soon thereafter as
practical Corporation shall mail or deliver to or on behalf of
Optionee or the other person or persons exercising this option a
certificate or certificates representing the shares so purchased
and paid for.
11. COMPLIANCE WITH LAWS AND REGULATIONS.
------------------------------------
(a) The exercise of this option and the issuance of option
shares upon the exercise of this option shall be subject to
compliance by Corporation and by Optionee with all applicable
requirements of law relating thereto and with all applicable
regulations of any stock exchange on which the Corporation's
common stock may be listed at the time of such exercise and
issuance.
(b) Prior to exercise of the option hereunder, Optionee
shall execute and deliver to the Corporation such representations
in writing as may be requested by the Corporation in order for it
to comply with the applicable requirements of federal and state
securities laws.
12. OPTIONEE'S EMPLOYMENT. As used in this Agreement, the
---------------------
term "Optionee's employment" means the employment of Optionee by
Corporation or by any subsidiary corporation (as defined in the
Plan). Except to the extent the terms of any employment contract
between the Corporation and the Optionee may expressly provide
otherwise, the Corporation (or any subsidiary corporation
employing Optionee) shall have the right to terminate or change
the terms of employment of Optionee at any time and for any
reason whatsoever. This Agreement does not impose any obligation
whatsoever upon Corporation or any subsidiary corporation (as
defined in the Plan) to continue Optionee's employment for any
period of time, such employment being terminable at the will of
Corporation, subsidiary corporation (as defined in the Plan) or
Optionee.
13. NOTICES. Any notice required to be given to the
-------
Corporation under the terms of this Agreement shall be in writing
and addressed to the Corporation in care of its Secretary at its
Corporate Offices at 1250 East Arques Avenue, Sunnyvale,
California 94086. Any notice to be given to Optionee shall be in
writing and addressed to him at the address on file at that time
with the Company. Any such notice shall be deemed effectively
given upon personal delivery or upon deposit in the United States
Post Office, by registered or certified mail, postage prepaid and
properly addressed to the party to be notified.
14. SUCCESSORS AND ASSIGNS. The provisions of this
----------------------
Agreement shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and
assigns of Optionee and of the Corporation.
15. INTERPRETATION OF THIS AGREEMENT. This Agreement and
--------------------------------
the option evidenced hereby are made and granted pursuant to the plan
and are in all respects limited by and subject to the express
provisions of the plan applicable to non-qualified options. Any
dispute regarding the interpretation of this Agreement shall be
submitted by Optionee or by Corporation forthwith to the Board of
Directors of Corporation for resolution. The resolution of such
dispute by the Board of Directors shall be final and binding upon
all parties having an interest in this option.
16. LIABILITY OF CORPORATION.
------------------------
(a) If the option shares covered by this Agreement exceed
the number of shares which may without shareholder approval be
issued under the plan as of the date hereof, then this option
shall be void with respect to such excess shares unless
shareholder approval of an Amendment sufficiently increasing the
number of shares issuable under the Plan is obtained.
(b) The inability of Corporation to obtain approval from
any regulatory body having authority deemed by Corporation to be
necessary to the lawful issuance and sale of any common stock
hereunder shall relieve Corporation of any liability in respect
of the non-issuance or sale of such common stock as to which
approval shall not have been obtained.
17. GOVERNING LAW. The interpretation, performance, and
-------------
enforcement of this Agreement shall be governed by the laws of
the State of California except where such laws are expressly
preempted by the laws of the United Kingdom.
Exhibit 4(q)
AMDAHL CORPORATION
NOTICE OF GRANT OF STOCK OPTION
AND GRANT AGREEMENT
Name:
('Optionee')
Employee ID:
Department No.:
You have been granted an option to acquire AMDAHL CORPORATION
common stock as follows:
Irish approved stock option grant:
Plan: 1974
Grant Date:
Option price per share (FMV at grant date):
Total number of common shares granted:
(Collectively the 'Option')
Your schedule and term of exercisability for this stock option
grant is as follows:
May be Must be
Number Exercised On Exercised
of Shares or After Before
Optionee hereby agrees that the Option to acquire shares of
AMDAHL CORPORATION common stock is granted pursuant to and in
accordance with the terms of the applicable AMDAHL CORPORATION
Stock Option Plan and the Stock Option Agreement (such Stock
Option Agreement being attached hereto as Exhibit A) (the
"Agreement"), both of which are incorporated herein and made an
integral part of this agreement.
Optionee further acknowledges receipt of the AMDAHL CORPORATION
Prospectus covering shares issuable under the Company's Stock
Option Plans and a copy of the current Annual and interim
reports.
DATE OPTIONEE
AMDAHL CORPORATION
By
Anthony M. Pozos
Senior Vice President
Human Resources
& Corporate Services
<PAGE>
APPROVED IRISH
STOCK OPTION GRANT AGREEMENT
(NON-QUALIFIED)
RECITALS
- --------
A. The Board of Directors of Amdahl Corporation ("Corporation")
has adopted and approved Corporation's Stock Option Plan (1974),
as amended (the "Plan") for the purpose of attracting and
retaining the services of selected executive and other key
employees, and for the purpose of providing an incentive to
encourage and stimulate increased efforts by them.
B. Optionee is a selected executive or other key employee within
the meaning of the Plan, and this Stock Option Grant Agreement
("Agreement") is executed pursuant to, and is intended to carry
out the purpose of, the Plan in connection with the granting of a
non-qualified stock option to Optionee by the Corporation.
C. The granted option is intended to be an Approved Irish Stock
Option as defined in the plan.
NOW, THEREFORE, it is hereby agreed as follows:
1. GRANT OF OPTION. Subject to and upon the terms and
---------------
conditions set forth in this Agreement, Corporation hereby grants
to Optionee a stock option to purchase shares of the
Corporation's common stock (which shares are herein after called
"option shares") during the specified term of this option, in
such number and at such price as is specified in the accompanying
Stock Option Grant Agreement.
2. SPECIFIED TERM. The term of this option shall be the
--------------
period commencing on the date of this Agreement which is the date
of the granting of this option, and, subject to the provisions of
Paragraphs 7 and 8(c) hereof, ending three (3) months after the
date of termination of Optionee's employment for any cause what-
soever; provided, however, that in any event, unless sooner ter-
minated, the specified term of this option shall end upon the
expiration of the ten (10) years after the grant date of this
option.
3. OPTIONEE NONTRANSFERABLE; EXCEPTION. This option shall
-----------------------------------
not be transferable or assignable by Optionee otherwise than by
will or the laws of descent and distribution and may be
exercised, during Optionee's lifetime, only by Optionee.
4. TIME OF EXERCISING OPTION. Subject to the provisions
-------------------------
of Paragraph 8(c), Optionee shall have no right to purchase any of
the option shares except in accordance with the exercisability
schedule in the accompanying Stock Option Grant Agreement.
Within the limitations provided in said Agreement, Optionee may,
within the specified term of this option and pursuant to the
provisions of this Agreement, purchase any or all of the option
shares in accordance with the above mentioned schedule. In no
event, however, will this option become exercisable for any
additional option shares following the termination of optionee's
employment.
5. WITHHOLDING. Optionee hereby agrees to make
-----------
appropriate arrangements with the Corporation or subsidiary corporation
employing Optionee for satisfaction of any income tax withholding
requirements or other tax requirements applicable to the exercise
of this option.
6. EXERCISE OF OPTION ON TERMINATION OF EMPLOYMENT. If
-----------------------------------------------
for any reason whatsoever, Optionee's employment is terminated within
the specified term of this option, all rights under this option
shall terminate, and this option shall cease to be outstanding,
three (3) months after such termination of employment; provided,
however, that during such three (3) month period, Optionee shall
be entitled to exercise this option only with respect to that
number of option shares (if any) for which this option is in
accordance with the installment provisions of Paragraph 4
exercisable on the date of such termination of employment.
7. EXERCISE OF OPTION AFTER OPTIONEE'S DEATH. Any
-----------------------------------------
provision of this Agreement to the contrary notwithstanding, should
Optionee die while this option is outstanding, or within three
(3) months after optionee's employment is terminated, the
executors or admin-istrators of Optionee's estate, or Optionee's
heirs or legatees, as the case may be, shall have the right to
exercise this option, but only with respect to that number of
option shares, (if any) for which this option is in accordance
with the installment provisions of Paragraph 4 exercisable on the
date of Optionee's death. Such right shall lapse, and this
option shall terminate, upon the EARLIER of
(i) the expiration of one (1) year after the date of
Optionee's death; or
(ii) the expiration of ten (10) years after the grant
date of this option.
8. ADJUSTMENT IN OPTION SHARES.
--------------------------
(a) In the event of any increase or decrease in the number
of outstanding shares of the Corporation's common stock
resulting from a recapitalization, payment of a common stock
dividend, stock split, combination of shares or any other
increase or decrease in the number of such shares effected
without receipt of consideration by the Corporation, the number
of the option shares then subject to this option and the option
price per share shall be proportionately adjusted for such
increase or decrease without any change in the aggregate purchase
price payable for the option shares.
(b) If the Corporation shall be the surviving corporation
in any merger or consolidation, this option shall pertain to and
apply to the securities to which a holder of the number of shares
of common stock which are subject to this option would have been
entitled, and there shall be substituted with respect to the
option shares then subject to this option a new option upon the
same terms as set forth in this Agreement except for necessary
changes in the number, kind or price of such option shares as may be
necessitated by such merger or consolidation, with the result
that Optionee shall, upon exercise, receive under such new option
the same shares or securities as he would have received pursuant
to such merger or consolidation with respect to such option
shares had he purchased such option shares under this Agreement
immediately prior to such merger or consolidation.
(c) A dissolution or liquidation of the Corporation or a
merger or consolidation in which Corporation is not the surviving
corporation (other than a transaction effected primarily to
change the state in which the Corporation is incorporated) shall
cause this option to terminate upon the effective date of such
dissolution, liquidation, merger or consolidation; provided,
however, that Optionee shall have the right to purchase one
hundred percent (100%) of the option shares not theretofore
purchased by him at any time during the fifteen (15) day period
immediately prior to the effective date of such dissolution,
liquidation, merger or consolidation in which Corporation is not
the surviving corporation. This option agreement shall not in
any way affect the right of Corporation to make changes of its
capital structure or to merge or consolidate or to dissolve,
liquidate or sell all or any part of its business or its assets.
9. PRIVILEGE OF STOCK OWNERSHIP. Optionee shall not have
----------------------------
any of the rights of a shareholder with respect to the option
shares except to the extent that this option is exercised for
such shares and certificates for the purchased shares are
actually issued and delivered to Optionee pursuant to this
option.
10. MANNER OF EXERCISING OPTION.
---------------------------
(a) This option may be exercised only as to whole shares
and only by written notice signed by Optionee (or in the case of
exercise after Optionee's death, by Optionee's executor,
administrator, heir or legatee, as the case may be), and given to
the Secretary of the Corporation. Such notice shall:
(i) Specify the number of option shares with respect
to which the option is being exercised;
(ii) Be accompanied by:
(A) full payment in cash or cash equivalent, such
as a certified check in U.S. dollars payable to the Corporation's
order, of the option price for the option shares being purchased;
(B) full payment in shares of common stock of the
Corporation having a Fair Market Value on the Exercise Date (as
such terms are defined below) equal to the option price for the
option shares being purchased;
(C) a combination of shares of common stock of
the Corporation valued at Fair Market Value on the Exercise
Date and cash or cash equivalent, equal in the aggregate to the
option price for the option shares being purchased; or
(D) a cashless sale and remittance procedure with
a designated brokerage firm: and
(iii) Include appropriate documentation that the
person or persons exercising the option, if other than Optionee,
have the right to exercise this option.
(b) For purposes of Paragraph 10(a) above, the Fair Market
Value of a share of the Corporation's common stock shall be the
mean of the lowest and highest selling prices of one share of
such common stock on the Exercise Date on the principal exchange
on which the common stock is then listed or admitted to trading,
as such prices are officially quoted by the composite tape of
transactions on such exchange. The Exercise Date shall be the
date on which written notice of the exercise of this option is
delivered to the Corporation.
(c) This option shall be deemed to have been exercised with
respect to the option shares specified in the notice of exercise
at such time as such notice shall have been delivered to the
Corporation, together with any representations requested by the
Corporation pursuant to Paragraph 11(b). Except to the extent
the cashless sale and remittance procedure is utilized, payment
of the option price shall immediately become due and shall
accompany the notice of exercise. As soon thereafter as
practical Corporation shall mail or deliver to or on behalf of
Optionee or the other person or persons exercising this option a
certificate or certificates representing the shares so purchased
and paid for.
11. COMPLIANCE WITH LAWS AND REGULATIONS.
------------------------------------
(a) The exercise of this option and the issuance of option
shares upon the exercise of this option shall be subject to
compliance by Corporation and by Optionee with all applicable
requirements of law relating thereto and with all applicable
regulations of any stock exchange on which the Corporation's
common stock may be listed at the time of such exercise and
issuance.
(b) Prior to exercise of the option hereunder, Optionee
shall execute and deliver to the Corporation such representations
in writing as may be requested by the Corporation in order for it
to comply with the applicable requirements of federal and state
securities laws.
12. OPTIONEE'S EMPLOYMENT. As used in this Agreement, the
---------------------
term "Optionee's employment" means the employment of Optionee by
Corporation or by any subsidiary corporation (as defined in the
Plan). Except to the extent the terms of any employment contract
between the Corporation and the Optionee may expressly provide
otherwise, the Corporation (or any subsidiary corporation
employing Optionee) shall have the right to terminate or change
the terms of employment of Optionee at any time and for any
reason whatsoever. This Agreement does not impose any obligation
whatsoever upon Corporation or any subsidiary corporation (as
defined in the Plan) to continue Optionee's employment for any
period of time, such employment being terminable at the will of
Corporation, subsidiary corporation (as defined in the Plan) or
Optionee.
13. NOTICES. Any notice required to be given to the
-------
Corporation under the terms of this Agreement shall be in writing
and addressed to the Corporation in care of its Secretary at its
Corporate Offices at 1250 East Arques Avenue, Sunnyvale,
California 94086. Any notice to be given to Optionee shall be
in writing and addressed to him at the address on file at that
time with the Company. Any such notice shall be deemed
effectively given upon personal delivery or upon deposit in the
United States Post Office, by registered or certified mail,
postage prepaid and properly addressed to the party to be
notified.
14. SUCCESSORS AND ASSIGNS. The provisions of this
----------------------
Agreement shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and
assigns of Optionee and of the Corporation.
15. INTERPRETATION OF THIS AGREEMENT. This Agreement and
--------------------------------
the option evidenced hereby are made and granted pursuant to the plan
and are in all respects limited by and subject to the express
provisions of the plan applicable to non-qualified options. Any
dispute regarding the interpretation of this Agreement shall be
submitted by Optionee or by Corporation forthwith to the Board of
Directors of Corporation for resolution. The resolution of such
dispute by the Board of Directors shall be final and binding upon
all parties having an interest in this option.
16. LIABILITY OF CORPORATION.
------------------------
(a) If the option shares covered by this Agreement exceed
the number of shares which may without shareholder approval be
issued under the plan as of the date hereof, then this option
shall be void with respect to such excess shares unless
shareholder approval of an Amendment sufficiently increasing the
number of shares issuable under the Plan is obtained.
(b) The inability of Corporation to obtain approval from
any regulatory body having authority deemed by Corporation to be
necessary to the lawful issuance and sale of any common stock
hereunder shall relieve Corporation of any liability in respect
of the non-issuance or sale of such common stock as to which
approval shall not have been obtained.
Exhibit 4(r)
NON-QUALIFIED STOCK OPTION AGREEMENT
AGREEMENT made as of the day of , 19 , by and
between AMDAHL CORPORATION, a Delaware corporation (hereinafter
called "Corporation"), and (hereinafter called
"Optionee");
WITNESSETH:
RECITALS
- --------
A. The Board of Directors of Corporation has adopted and
approved the Corporation's Stock Option Plan (1974), as amended
(the "Plan"), for the purpose of attracting and retaining the
services of selected executive and other key employees, and for
the purpose of providing an incentive to encourage and stimulate
increased efforts by them.
B. Optionee is a selected executive or other key employee
within the meaning of the Plan, and this Agreement is executed
pursuant to, and is intended to carry out the purposes of, the
Plan in connection with the granting of a stock option to
Optionee by the Corporation.
C. The granted option is NOT intended to be an incentive
stock option ("Incentive Option") within the meaning of Section
422A of the Internal Revenue Code. The granted option is
accordingly a non-qualified option, and the with holding
requirements of paragraph 5 of this Agreement will have to be
satisfied upon exercise of this option.
NOW, THEREFORE, it is hereby agreed as follows:
1. GRANT OF OPTION. Subject to and upon the terms and
---------------
conditions set forth in this Agreement, Corporation hereby grants
to Optionee a stock option to purchase in the aggregate up to
shares of the Corporation's common stock (which shares are
hereinafter called "option shares") during the specified term of
this option at the price of $ per share, such price being
no less than one hundred percent (100%) of the Fair Market Value
thereof on the date hereof. THIS OPTION IS GRANTED IN
CANCELLATION OF AN OPTION PREVIOUSLY GRANTED TO OPTIONEE ON
TO PURCHASE UP TO SHARES OF THE CORPORATION'S COMMON
STOCK AT AN OPTION PRICE IN EXCESS OF $ PER SHARE, AND
OPTIONEE HEREBY AGREES AND ACKNOWLEDGES THAT OPTIONEE HAS NO
FURTHER RIGHTS TO ACQUIRE ANY SHARES OF COMMON STOCK UNDER SUCH
CANCELLED OPTION.
2. SPECIFIED TERM. The term of this option shall be the
--------------
period commencing on the date hereof, which is the date of the
granting of this option, and, subject to the provisions of
paragraphs 7 and 8(c) hereof, ending three (3) months after the
date of termination of Optionee's employment for any cause
whatsoever; provided, however, that in any event, unless sooner
terminated, the specified term of this option shall end upon the
expiration of the ten (10)-year period measured from the grant
date of this option, and this option shall be of no further force
and effect and shall not be exercisable to any extent after the
expiration of such ten (10)-year period.
3. OPTIONEE NONTRANSFERABLE; EXCEPTION. This option shall
-----------------------------------
not be transferable or assignable by Optionee otherwise than by
will or by the laws of descent and distribution and may be
exercised, during Optionee's lifetime, only by Optionee.
4. TIME OF EXERCISING OPTION. Subject to the provisions
-------------------------
of paragraph 8(c), Optionee shall have no right to purchase any of
the option shares prior to the expiration of 12 months from the
grant date of this option. Thereafter Optionee may, within the
specified term of this option and pursuant to the provisions of
this Agreement, purchase the option shares in accordance with the
following schedule: (i) 40 percent of said option shares at any
time after the expiration of 12 months from the date hereof; (ii)
an additional 30 percent of said option shares at any time after
the expiration of 24 months from the date hereof; and (iii) the
balance of 30 percent of said option shares at any time after the
expiration of 36 months from the date hereof. Within the
limitations provided in this paragraph 4, Optionee may from time
to time during the specified term of this option purchase any or
all of the option shares. In no event, however, will this option
become exercisable for any additional option shares following the
termination of Optionee's employment.
5. WITHHOLDING. Optionee hereby agrees to make
-----------
appropriate arrangements with the Corporation or subsidiary corporation
employing Optionee for satisfaction of any Federal, state or
local income tax withholding requirements or Federal social
security employee tax requirements applicable to the exercise of
this option.
6. EXERCISE OF OPTION ON TERMINATION OF EMPLOYMENT. If,
-----------------------------------------------
for any reason whatsoever, Optionee's employment is terminated within
the specified term of this option, all rights under this option
shall terminate, and this option shall cease to be outstanding,
three (3) months after such termination of employment; provided,
however, that during such three (3) month period, Optionee shall
be entitled to exercise this option only with respect to that
number of option shares (if any) for which this option is in
accordance with the installment provisions of para graph 4
exercisable on the date of such termination of employment. This
Agreement does not impose any obligation whatsoever upon
Corporation or any subsidiary corporation (as defined in the
Plan) to continue Optionee's employment for any period of time,
such employment being terminable at the will of Corporation,
subsidiary corporation (as defined in the Plan) or Optionee.
7. EXERCISE OF OPTION AFTER OPTIONEE'S DEATH. Any
-----------------------------------------
provision of this Agreement to the contrary notwithstanding, if Optionee
should die while this option is outstanding, or within three (3)
months after Optionee's employment is terminated, the executors
or administrators of Optionee's estate, or Optionee's heirs or
legatees, as the case may be, shall have the right to exercise
this option, but only with respect to that number of option
shares (if any) for which this option is in accordance with the
installment provisions of paragraph 4 exercisable on the date of
Optionee's death. Such right shall lapse, and this option shall
terminate, upon the earlier of (i) the expiration of one (1) year
after the date of Optionee's death or (ii) the expiration of ten
(10) years after the grant date of this option.
8. ADJUSTMENT IN OPTION SHARES.
---------------------------
(a) In the event of any increase or decrease in the
number of outstanding shares of the Corporation's common stock
resulting from a recapitalization, payment of a common stock
dividend, a stock split, combination of shares or any other
increase or decrease in the number of such shares effected
without receipt of consideration by the Corporation, the number
of the option shares then subject to this option and the option
price per share shall be proportionately adjusted for such
increase or decrease without any change in the aggregate purchase
price payable for the option shares.
(b) If the Corporation shall be the surviving
corporation in any merger or consolidation, this option shall
pertain to and apply to the securities to which a holder of the
number of shares of common stock which are subject to this option
would have been entitled, and there shall be substituted with
respect to the option shares then subject to this option a new
option upon the same terms as set forth in this Agreement except
for necessary changes in the number, kind or price of such option
shares as may be necessitated by such merger or consolidation,
with the result that Optionee shall, upon exercise, receive under
such new option the same shares or securities as he would have
received pursuant to such merger or consolidation with respect to
such option shares had he purchased such option shares under this
Agreement immediately prior to such merger or consolidation.
(c) A dissolution or liquidation of the Corporation or
a merger or consolidation in which the Corporation is not the
surviving corporation (other than a transaction effected
primarily to change the state in which the Corporation is
incorporated) shall cause this option to terminate upon the
effective date of such dissolution, liquidation, merger or
consolidation; provided, however, that, notwithstanding any other
limitation herein provided, Optionee shall have the right to
purchase one hundred percent (100%) of the option shares not
theretofore purchased by him at any time during the fifteen (15)
day period immediately prior to the effective date of such
dissolution or liquidation or such merger or consolidation in
which Corporation is not the surviving corporation. This option
agreement shall not in any way affect the right of Corporation to
make changes of its capital structure or to merge or consolidate
or to dissolve, liquidate or sell all or any part of its business
or its assets.
9. PRIVILEGE OF STOCK OWNERSHIP. Optionee shall not have
----------------------------
any of the rights of a shareholder with respect to the option
shares except to the extent that this option is exercised for
such shares and certificates for the purchased shares are
actually issued and delivered to Optionee.
10. MANNER OF EXERCISING OPTION
---------------------------
(a) This option may be exercised only as to whole
shares and only by written notice signed by Optionee (or in the
case of exercise after Optionee's death, by Optionee's executor,
administrator, heir or legatee, as the case may be), and given to
the Secretary of the Corporation, at its principal office. Such
notice shall:
(i) Specify the number of option shares with respect
to which the option is being exercised;
(ii) Be accompanied by payment of the option price in
one or more of the following alternative forms: (A) full
payment, in cash or cash equivalent, such as a certified check
payable to the Corporation's order, of the option price for the
option shares being purchased; (B) full payment in shares of
common stock of the Corporation having a Fair Market Value on
the Exercise Date (as such terms are defined below) equal to
the option price for the option shares being purchased; (C) a
combination of shares of common stock of the Corporation valued
at Fair Market Value on the Exercise Date and cash or cash
equivalent, equal in the aggregate to the option price for the
option shares being purchased; or (D) a cashless sale and
remittance procedure with a designated brokerage firm; and
(iii) Include appropriate documentation that the person
or persons exercising the option, if other than Optionee, have
the right to exercise this option.
(b) For purposes of paragraph 10(a) above, the Fair
Market Value of a share of the Corporation's common stock shall
be the mean of the lowest and highest selling prices of one share
of such common stock on the Exercise Date on the principal
exchange on which the common stock is then listed or admitted to
trading, as such prices are officially quoted by the composite
tape of transactions on such exchange. The Exercise Date shall
be the date on which written notice of the exercise of this
option is delivered to the Corporation.
(c) This option shall be deemed to have been exercised
with respect to the option shares specified in the notice of
exercise at such time as such notice shall have been delivered to
the Corporation, together with any representations requested by
the Corporation pursuant to paragraph 11(b). Except to the
extent the cashless sale and remittance procedure is utilized,
payment of the option price shall immediately become due and
shall accompany the notice of exercise. As soon thereafter as
practical, Corporation shall mail or deliver to or on behalf of
Optionee or the other person or persons exercising this option a
certificate or certificates representing the shares so purchased
and paid for.
11. COMPLIANCE WITH LAWS AND REGULATIONS.
------------------------------------
(a) The exercise of this option and the issuance of
option shares upon the exercise of this option shall be subject
to compliance by Corporation and by Optionee with all applicable
requirements of law relating thereto and with all applicable
regulations of any stock exchange on which the Corporation's
common stock may be listed at the time of such exercise and
issuance.
(b) Prior to exercise of the option hereunder,
Optionee shall execute and deliver to the Corporation such
representations in writing as may be requested by the Corporation
in order for it to comply with the applicable requirements of
federal and state securities laws.
12. OPTIONEE'S EMPLOYMENT. As used in this Agreement the
---------------------
term "Optionee's employment" means the employment of Optionee by
Corporation, or by any subsidiary corporation (as defined in the
Plan). Except to the extent the terms of any employment contract
between the Corporation and the Optionee may expressly provide
otherwise, the Corporation (or any subsidiary corporation
employing Optionee) shall have the right to terminate or change
the terms of employment of Optionee at any time and for any
reason whatsoever.
13. NOTICES. Any notice required to be given to the
-------
Corporation under the terms of this Agreement shall be in writing
and addressed to the Corporation in care of its Secretary at its
Corporate Offices at 1250 East Arques Avenue, Sunnyvale,
California 94088. Any notice to be given to Optionee shall be
in writing and addressed to him at the address indicated below
his signature line in this Agreement. Any such notice shall be
deemed effectively given upon personal delivery or upon deposit
in the United States Post Office, by registered or certified
mail, postage prepaid and properly addressed to the party to be
notified.
14. SUCCESSORS AND ASSIGNS. The provisions of this
----------------------
Agreement shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and
assigns of Optionee and of the Corporation.
15. INTERPRETATION OF THIS AGREEMENT. This Agreement and
--------------------------------
the option evidenced hereby are made and granted pursuant to the Plan
and are in all respects limited by and subject to the express
provisions of the Plan applicable to non-qualified options. Any
dispute regarding the interpretation of this Agreement shall be
submitted by Optionee or by Corporation forthwith to the Board of
Directors of Corporation for resolution. The resolution of such
dispute by the Board of Directors shall be final and binding upon
all parties having an interest in this option.
16. LIABILITY OF CORPORATION
------------------------
(a) If the option shares covered by this Agreement
exceed the number of shares which may without shareholder
approval be issued under the Plan as of the date hereof, then
this option shall be void with respect to such excess shares
unless shareholder approval of an amendment sufficiently
increasing the number of shares issuable under the Plan is
obtained in accordance with applicable provisions of the Plan.
(b) The inability of Corporation to obtain approval
from any regulatory body having authority deemed by Corporation
to be necessary to the lawful issuance and sale of any common
stock hereunder shall relieve Corporation of any liability in
respect of the non-issuance or sale of such common stock as to
which approval shall not have been obtained.
IN WITNESS WHEREOF, Corporation has caused this Agreement to
be duly executed in duplicate by its officer thereunto duly
authorized, and Optionee has duly executed this Agreement in
duplicate, all as of the day and year first above written.
AMDAHL CORPORATION
By
Anthony M. Pozos
Senior Vice President
Human Resources and
Corporate Services
Optionee
<PAGE>
SCHEDULE TO
FORM OF STOCK OPTION AGREEMENT
FOR REPRICED OPTIONS
Outstanding stock options under Amdahl Corporation's Stock
Option Plan (1974) have been repriced a couple of times with
different vesting schedules. The agreements that have been used
are substantially identical except for different vesting
schedules in Section 4, Time of Exercising Options, which follow:
--------------------------
1. According to the December 1, 1992 repricing (a) 40% of
the employee's interest shall vest after the expiration of 12
months from the date of grant, (b) 30% of the employee's interest
shall vest after the expiration of 24 months from the date of
grant, and (c) 30% of the employee's interest shall vest after
the expiration of 36 months from the date of grant.
2. According to the May 6, 1993 repricing (a) 40% of the
employee's interest shall vest after the expiration of 12 months
from the date of grant, (b) 20% of the employee's interest shall
vest after the expiration of 24 months from the date of grant,
(c) 20% of the employee's interest shall vest after the
expiration of 36 months from the date of grant, and (d) 20% of
the employee's interest shall vest after the expiration of 48
months from the date of grant.
Exhibit 4(s)
NON-QUALIFIED STOCK OPTION AGREEMENT
AGREEMENT made as of the 16th day of October, 1989, by an
between AMDAHL CORPORATION, a Delaware corporation (hereinafter
called "Corporation"), and
------------------------------
(hereinafter called "Optionee");
W I T N E S S E T H:
--------------------
RECITALS
- --------
A. The Board of Directors of Corporation has adopted and
approved the Corporation's Stock Option Plan (1974), as amended
(the "Plan"), for the purpose of attracting and retaining the
services of selected executive and other key employees, and for
the purpose of providing an incentive to encourage and stimulate
increased efforts by them.
B. Optionee is a selected executive or other key employee
within the meaning of the Plan, and this Agreement is executed
pursuant to, and is intended to carry out the purposes of, the
Plan in connection with the granting of a stock option to
Optionee by the Corporation.
C. The granted option is not intended to be an incentive
stock option ("Incentive Option") within the meaning of Section
422A of the Internal Revenue code. The granted option is
accordingly a non-qualified option, and the withholding
requirements of paragraph 5 of this Agreement will have to be
satisfied upon exercise of this option.
NOW, THEREFORE, it is hereby agreed as follows:
1. Grant of Option. Subject to and upon the terms and
---------------
conditions set forth in this Agreement, Corporation hereby grants
to Optionee a stock option to purchase in the aggregate up to
12,000 shares of the Corporation's common stock (which shares are
hereinafter called "option shares") during the specified term of
this option at the price of $12.5625 per share, such price being
no less than one hundred percent (100%) of the Fair Market Value
thereof on the date hereof. THIS OPTION IS GRANTED IN
CANCELLATION OF AN OPTION PREVIOUSLY GRANTED TO OPTIONEE ON
JANUARY 26, 1989 TO PURCHASE UP TO 12,000 SHARES OF THE
CORPORATION'S COMMON STOCK, AND OPTIONEE HEREBY AGREES AND
ACKNOWLEDGES THAT OPTIONEE HAS NO FURTHER RIGHTS TO ACQUIRE ANY
SHARES OF COMMON STOCK UNDER SUCH CANCELED OPTION.
2. Specified Term. The term of this option shall be the
--------------
period commencing on the date hereof, which is the date of the
granting of this option, and, subject to the provisions of
paragraphs 7 and 8(c) hereof, ending three (3) months after the
date of termination of Optionee's employment for any cause
whatsoever (or, in the event Optionee is a director of and not
otherwise employed by the Corporation, three (3) months from the
date he no longer is a director of the Corporation); provided,
however, that in any event, unless sooner terminated, the
specified term of this option shall end upon the expiration of
the ten (10)-year period measured from the grant date of this
option, and this option shall be of no further force and effect
and shall not be exercisable to any extent after the expiration
of such ten (10)-year period.
3. Optionee Nontransferable; Exception. This option shall
-----------------------------------
not be transferable or assignable by Optionee otherwise than by
will or by the laws of descent and distribution and may be
exercised, during Optionee's lifetime, only by Optionee.
4. Time of Exercising Option. Subject to the provisions
-------------------------
of paragraph 8(c), Optionee shall have no right to purchase any of
the option shares prior to the expiration of 12 months from the
grant date of this option. Thereafter Optionee may, within the
specified term of this option and pursuant to the provisions of
this Agreement, purchase the option shares in accordance with the
following schedule: (i) 20 percent of said option shares at any
time after expiration of 12 months from the date hereof; (ii) an
additional 20 percent of said option share at any time after the
expiration of 24 months from the date hereof; (iii) an additional
20 percent of said option shares at any time after the expiration
of 36 months from the date hereof; (iv) an additional 20 percent
of said option share at any time after the expiration of 48
months from the date hereof; and (v) the balance of said option
share after the expiration of 60 months from the date hereof.
Within the limitations provided in this paragraph 4, Optionee may
from time to time during the specified term of this option
purchase any or all of the option shares.
5. Withholding. Optionee hereby agrees to make
-----------
appropriate arrangements with the Corporation or subsidiary corporation
employing Optionee for satisfaction of any Federal, state or
local income tax withholding requirements or Federal social
security employee tax requirements applicable to the exercise of
this option.
6. Exercise of Option on Termination of Employment. If,
-----------------------------------------------
for any reason whatsoever, Optionee's employment is terminated within
the specified term of this option (or if Optionee is a director
of and not otherwise employed by the Corporation and he
terminates being a director within the term of this option), all
rights under this option shall terminate, and this option shall
cease to be outstanding, three (3) months after such termination
of employment; provided, however, that during such three (3)
month period, Optionee shall be entitled to exercise this option
only with respect to that number of option shares (if any) for
which this option is in accordance with the installment
provisions of paragraph 4 exercisable on the date of such
termination of employment (or, in the case of a director not
otherwise employed by the Corporation, on the date he terminated
being a director). This Agreement does not impose any
obligation whatsoever upon Corporation or any subsidiary
corporation (as defined in the Plan) to continue Optionee's
employment for any period of time, such employment being
terminable at the will of Corporation, subsidiary corporation (as
defined in the Plan) or Optionee; nor is this Agreement a
commitment to Optionee, if he be a director, that he shall remain
a director for any period of time.
7. Exercise of Option After Optionee's Death. Any
-----------------------------------------
provision of this Agreement to the contrary notwithstanding, if Optionee
should die while this option is outstanding, or within three (3)
months after Optionee's employment is terminated, (or, if
Optionee is a director and not otherwise employed by the
Corporation within three (3) months of his termination as a
director of the Corporation), the executors or administrators of
Optionee's estate, or Optionee's heirs or legatees, as the case
may be, shall have the right to exercise this option, but only
with respect to that number of option shares (if any) for which
this option is in accordance with the installment provisions of
paragraph 4 exercisable on the date of Optionee's death. Such
right shall lapse, and this option shall terminate, upon the
earlier of (i) the expiration of one (1) year after the date of
Optionee's death or (ii) the expiration of ten (10) years after
the grant date of this option.
8. Adjustment in Option Shares.
---------------------------
(a) In the event of any increase or decrease in the
number of outstanding shares of the Corporation's common stock
resulting from a recapitalization, payment of a common stock
dividend, a stock split, combination of share or any other
increase or decrease in the number of such shares effected
without receipt of consideration by the Corporation, the number
of the option shares then subject to this option and the option
price per share shall be proportionately adjusted for such
increase or decrease without any change in the aggregate purchase
price payable for the option shares.
(b) If the Corporation shall be the surviving
corporation in any merger or consolidation, this option shall
pertain to and apply to the securities to which a holder of the
number of shares of common stock which are subject to this option
would have been entitled, and there shall be substituted with
respect to the option shares then subject to this option a new
option upon the same terms as set forth in this Agreement except
for necessary changes in the number, kind or price of such option
shares as may be necessitated by such merger or consolidation,
with the result that Optionee shall upon exercise, receive under
such new option the same shares or securities as he would have
received pursuant to such merger or consolidation with respect to
such option shares had he purchased such option shares under this
Agreement immediately prior to such merger or consolidation.
(c) A dissolution or liquidation of the Corporation or
a merger or consolidation in which the Corporation is not the
surviving corporation shall cause this option to terminate upon
the effective date of such dissolution, liquidation, merger or
consolidation; provided, however, that, notwithstanding any other
limitation herein provided, Optionee shall have the right to
purchase one-hundred percent (100%) of the option shares not
therefore purchased by him at any time during the fifteen (15)
day period immediately prior to the effective date of such
dissolution or liquidation or such merger or consolidation in
which Corporation is not the surviving corporation. This option
agreement shall not in any way affect the right of Corporation to
make changes of it capital structure or to merge or consolidate
or to dissolve, liquidate or sell all or any part of its business
or its assets.
9. Privilege of Stock Ownership. Optionee shall not have
----------------------------
any of the rights of a shareholder with respect to the option
shares except to the extent that this option is exercised for
such shares and certificates for the purchased shares are
actually issued and delivered to Optionee.
10. Manner of Exercising Option.
---------------------------
(a) This option may be exercised only as to whole
shares and only by written notice signed by Optionee (or in the
case of exercise after Optionee's death, by Optionee's executor,
administrator, heir or legatee, as the case may be), and given to
the Secretary of the Corporation, at its principal office. Such
notice shall:
(i) Specify the number of option shares with respect
to which the option is being exercised;
(ii) Be accompanied by payment of the option price in
one or more of the following alternative forms: (A) full payment,
in cash or cash equivalent, such as a certified check payable to
the Corporation's order, of the option price for the option
shares being purchased; (B) full payment in shares of common
stock of the Corporation having a Fair Market Value on the
Exercise Date (as such terms are defined below) equal to the
option price for the option shares being purchased; or (C) a
combination of shares of common stock of the Corporation valued
at Fair Market Value on the Exercise Date and cash or cash
equivalent, equal in the aggregate to the option price for the
option shares being purchased; and
(iii) Include appropriate documentation that the
person or persons exercising the option, if other than Optionee,
have the right to exercise this option.
(b) For purposes of paragraph 10(a) above, the Fair
Market Value of a share of the Corporation's common stock shall
be the mean of the lowest and highest selling prices of one share
of such common stock on the Exercise Date on the principal
exchange on which the common stock is then listed or admitted to
trading, as such prices are officially quoted by the composite
tape of transactions on such exchange. The Exercise Date shall
be the date on which written notice of the exercise of this
option is delivered to the Corporation.
(c) This option shall be deemed to have been exercised
with respect to the option shares specified in the notice of
exercise at such time as such notice shall have been delivered to
the Corporation, together with any representations requested by
the Corporation pursuant to 11(b). Payment of the option price
shall immediately become due and shall accompany the notice of
exercise. As soon thereafter as practical, Corporation shall
mail or deliver to Optionee or to the other person or persons
exercising this option a certificate or certificates representing
the shares so purchased and paid for.
11. Compliance with Laws and Regulations.
------------------------------------
(a) The exercise of this option and the issuance of
option shares upon the exercise of this option shall be subject
to compliance by Corporation and by Optionee with all applicable
requirements of law relating thereto and with all applicable
regulations of any stock exchange on which the Corporation's
common stock may be listed at the time of such exercise and
issuance.
(b) Prior to exercise of the option hereunder,
Optionee shall execute and deliver to the Corporation such
representations in writing as may be requested by the Corporation
in order for it to comply with the applicable requirements of
federal and state securities laws.
12. Optionee's Employment. As used in this Agreement the
---------------------
term "Optionee's employment" means the employment of Optionee by
Corporation, or by any subsidiary corporation (as defined in the
Plan). Except to the extent the terms of any employment contract
between the Corporation and the Optionee may expressly provide
otherwise, the Corporation (or any subsidiary corporation
employing Optionee) shall have the right to terminate or change
the terms of employment of Optionee at any time and for any
reason whatsoever.
13. Notices. Any notice required to be given to the
-------
Corporation under the terms of this Agreement shall be in writing
and addressed to the Corporation in care of its Secretary at its
Corporate Offices at 1250 East Arques Avenue, Sunnyvale,
California 94086. Any notice to be given to Optionee shall be in
writing and addressed to him at the address indicated below his
signature line in this Agreement. Any such notice shall be
deemed effectively given upon personal delivery or upon deposit
in the United States Post Office, by registered or certified
mail, postage prepaid and properly addressed to the party to be
notified.
14. Successors and Assigns. The provisions of this
----------------------
Agreement shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and
assigns of Optionee and of the Corporation.
15. Interpretation of this Agreement. This Agreement and
--------------------------------
the option evidenced hereby are made and granted pursuant to the Plan
and are in all respects limited by and subject to the express
provisions of the Plan and are in all respects limited by and
subject to the express provisions of the Plan applicable to non-
qualified options. Any dispute regarding the interpretation of
this Agreement shall be submitted by Optionee or by Corporation
forthwith to the Board of Directors of Corporation for
resolution. The resolution of such dispute by the Board of
Directors shall be final and binding upon all parties having an
interest in this option.
16. Liability of Corporation.
------------------------
(a) If the option shares covered by this Agreement
exceed the number of shares which may without shareholder
approval be issued under the Plan as of the date hereof, then
this option shall be void with respect to such excess shares
unless shareholder approval of an amendment sufficiently
increasing the number of shares issuable under the Plan is
obtained in accordance with applicable provisions of the Plan.
(b) The inability of Corporation to obtain approval
from any regulatory body having authority deemed by Corporation
to be necessary to the lawful issuance and sale of any common
stock hereunder shall relieve Corporation of any liability in
respect of the non-issuance or sale of such common stock as to
which approval shall not have been obtained.
IN WITNESS WHEREOF, Corporation has caused this Agreement to
be duly executed in duplicate by its officer thereunto duly
authorized, and Optionee has duly executed this Agreement in
duplicate, all as of the day and year first above written.
AMDAHL CORPORATION
BY
------------------------------
Anthony M. Pozos
Senior Vice President
Human Resources and
Corporate Services
------------------------------
Optionee
Exhibit 4(t)
APPROVED IRISH STOCK OPTION AGREEMENT
AGREEMENT made as of the day of , 19 , by and
between AMDAHL CORPORATION, a Delaware corporation (hereinafter
called "Corporation"), and (hereinafter called
"Optionee");
WITNESSETH:
RECITALS
- --------
A. The Board of Directors of Corporation has adopted and
approved the Corporation's Stock Option Plan (1974), as amended
(the "Plan"), for the purpose of attracting and retaining the
services of selected executive and other key employees, and for
the purpose of providing an incentive to encourage and stimulate
increased efforts by them.
B. Optionee is a selected executive or other key employee
within the meaning of the Plan, and this Agreement is executed
pursuant to, and is intended to carry out the purposes of, the
Plan in connection with the granting of a stock option to
Optionee by the Corporation.
C. The granted option is intended to be an Approved Irish
Stock Option as defined in the Plan.
NOW, THEREFORE, it is hereby agreed as follows:
1. GRANT OF OPTION. Subject to and upon the terms and
---------------
conditions set forth in this Agreement, Corporation hereby grants
to Optionee a stock option to purchase in the aggregate up to
shares of the Corporation's common stock (which shares are
hereinafter called "option shares") during the specified term of
this option at the price of $ per share, such price being
no less than one hundred percent (100%) of the Fair Market Value
thereof on the date hereof. THIS OPTION IS GRANTED IN
CANCELLATION OF AN OPTION PREVIOUSLY GRANTED TO OPTIONEE ON
TO PURCHASE UP TO SHARES OF THE CORPORATION'S COMMON STOCK
AT AN OPTION PRICE IN EXCESS OF $ PER SHARE, AND OPTIONEE
HEREBY AGREES AND ACKNOWLEDGES THAT OPTIONEE HAS NO FURTHER
RIGHTS TO ACQUIRE ANY SHARES OF COMMON STOCK UNDER SUCH CANCELLED
OPTION.
2. SPECIFIED TERM. The term of this option shall be the
--------------
period commencing on the date hereof, which is the date of the
granting of this option, and, subject to the provisions of
paragraphs 7 and 8(c) hereof, ending three (3) months after the
date of termination of Optionee's employment for any cause
whatsoever; provided, however, that in any event, unless sooner
terminated, the specified term of this option shall end upon the
expiration of the ten (10)-year period measured from the grant
date of this option, and this option shall be of no further force
and effect and shall not be exercisable to any extent after the
expiration of such ten (10)-year period.
3. OPTIONEE NONTRANSFERABLE; EXCEPTION. This option shall
-----------------------------------
not be transferable or assignable by Optionee otherwise than by
will or by the laws of descent and distribution and may be
exercised, during Optionee's lifetime, only by Optionee.
4. TIME OF EXERCISING OPTION. Subject to the provisions
-------------------------
of paragraph 8(c), Optionee shall have no right to purchase any of
the option shares prior to the expiration of 12 months from the
grant date of this option. Thereafter Optionee may, within the
specified term of this option and pursuant to the provisions of
this Agreement, purchase the option shares in accordance with the
following schedule: (i) 40 percent of said option shares at any
time after the expiration of 12 months from the date hereof; (ii)
an additional 30 percent of said option shares at any time after
the expiration of 24 months from the date hereof; and (iii) the
balance of 30 percent of said option shares at any time after the
expiration of 36 months from the date hereof. Within the
limitations provided in this paragraph 4, Optionee may from time
to time during the specified term of this option purchase any or
all of the option shares. In no event, however, will this option
become exercisable for any additional option shares following the
termination of Optionee's employment.
5. WITHHOLDING. Optionee hereby agrees to make
-----------
appropriate arrangements with the Corporation or subsidiary corporation
employing Optionee for satisfaction of any Federal, state or
local income tax withholding requirements or Federal social
security employee tax requirements applicable to the exercise of
this option.
6. EXERCISE OF OPTION ON TERMINATION OF EMPLOYMENT. If,
-----------------------------------------------
for any reason whatsoever, Optionee's employment is terminated within
the specified term of this option, all rights under this option
shall terminate, and this option shall cease to be outstanding,
three (3) months after such termination of employment; provided,
however, that during such three (3) month period, Optionee shall
be entitled to exercise this option only with respect to that
number of option shares (if any) for which this option is in
accordance with the installment provisions of para graph 4
exercisable on the date of such termination of employment. This
Agreement does not impose any obligation whatsoever upon
Corporation or any subsidiary corporation (as defined in the
Plan) to continue Optionee's employment for any period of time,
such employment being terminable at the will of Corporation,
subsidiary corporation (as defined in the Plan) or Optionee.
7. EXERCISE OF OPTION AFTER OPTIONEE'S DEATH. Any
-----------------------------------------
provision of this Agreement to the contrary notwithstanding, if Optionee
should die while this option is outstanding, or within three (3)
months after Optionee's employment is terminated, the executors
or administrators of Optionee's estate, or Optionee's heirs or
legatees, as the case may be, shall have the right to exercise
this option, but only with respect to that number of option
shares (if any) for which this option is in accordance with the
installment provisions of paragraph 4 exercisable on the date of
Optionee's death. Such right shall lapse, and this option shall
terminate, upon the earlier of (i) the expiration of one (1) year
after the date of Optionee's death or (ii) the expiration of ten
(10) years after the grant date of this option.
8. ADJUSTMENT IN OPTION SHARES.
---------------------------
(a) In the event of any increase or decrease in the
number of outstanding shares of the Corporation's common stock
resulting from a recapitalization, payment of a common stock
dividend, a stock split, combination of shares or any other
increase or decrease in the number of such shares effected
without receipt of consideration by the Corporation, the number
of the option shares then subject to this option and the option
price per share shall be proportionately adjusted for such
increase or decrease without any change in the aggregate purchase
price payable for the option shares.
(b) If the Corporation shall be the surviving
corporation in any merger or consolidation, this option shall
pertain to and apply to the securities to which a holder of the
number of shares of common stock which are subject to this option
would have been entitled, and there shall be substituted with
respect to the option shares then subject to this option a new
option upon the same terms as set forth in this Agreement except
for necessary changes in the number, kind or price of such option
shares as may be necessitated by such merger or consolidation,
with the result that Optionee shall, upon exercise, receive under
such new option the same shares or securities as he would have
received pursuant to such merger or consolidation with respect to
such option shares had he purchased such option shares under this
Agreement immediately prior to such merger or consolidation.
(c) A dissolution or liquidation of the Corporation or
a merger or consolidation in which the Corporation is not the
surviving corporation (other than a transaction effected
primarily to change the state in which the Corporation is
incorporated) shall cause this option to terminate upon the
effective date of such dissolution, liquidation, merger or
consolidation; provided, however, that, notwithstanding any other
limitation herein provided, Optionee shall have the right to
purchase one hundred percent (100%) of the option shares not
theretofore purchased by him at any time during the fifteen (15)
day period immediately prior to the effective date of such
dissolution or liquidation or such merger or consolidation in
which Corporation is not the surviving corporation. This option
agreement shall not in any way affect the right of Corporation to
make changes of its capital structure or to merge or consolidate
or to dissolve, liquidate or sell all or any part of its business
or its assets.
9. PRIVILEGE OF STOCK OWNERSHIP. Optionee shall not have
----------------------------
any of the rights of a shareholder with respect to the option
shares except to the extent that this option is exercised for
such shares and certificates for the purchased shares are
actually issued and delivered to Optionee.
10. MANNER OF EXERCISING OPTION.
---------------------------
(a) This option may be exercised only as to whole
shares and only by written notice signed by Optionee (or in the
case of exercise after Optionee's death, by Optionee's executor,
administrator, heir or legatee, as the case may be), and given to
the Secretary of the Corporation, at its principal office. Such
notice shall:
(i) Specify the number of option shares with respect
to which the option is being exercised;
(ii) Be accompanied by payment of the option price in
one or more of the following alternative forms: (A) full
payment, in cash or cash equivalent, such as a certified check
payable to the Corporation's order, of the option price for the
option shares being purchased; (B) full payment in shares of
common stock of the Corporation having a Fair Market Value on
the Exercise Date (as such terms are defined below) equal to
the option price for the option shares being purchased; (C) a
combination of shares of common stock of the Corporation valued
at Fair Market Value on the Exercise Date and cash or cash
equivalent, equal in the aggregate to the option price for the
option shares being purchased; or (D) a cashless sale and
remittance procedure with a designated brokerage firm; and
(iii) Include appropriate documentation that the
person or persons exercising the option, if other than Optionee,
have the right to exercise this option.
(b) For purposes of paragraph 10(a) above, the Fair
Market Value of a share of the Corporation's common stock shall
be the mean of the lowest and highest selling prices of one share
of such common stock on the Exercise Date on the principal
exchange on which the common stock is then listed or admitted to
trading, as such prices are officially quoted by the composite
tape of transactions on such exchange. The Exercise Date shall
be the date on which written notice of the exercise of this
option is delivered to the Corporation.
(c) This option shall be deemed to have been exercised
with respect to the option shares specified in the notice of
exercise at such time as such notice shall have been delivered to
the Corporation, together with any representations requested by
the Corporation pursuant to paragraph 11(b). Except to the
extent the cashless sale and remittance procedure is utilized,
payment of the option price shall immediately become due and
shall accompany the notice of exercise. As soon thereafter as
practical, Corporation shall mail or deliver to or on behalf of
Optionee or the other person or persons exercising this option a
certificate or certificates representing the shares so purchased
and paid for.
11. COMPLIANCE WITH LAWS AND REGULATIONS.
------------------------------------
(a) The exercise of this option and the issuance of
option shares upon the exercise of this option shall be subject
to compliance by Corporation and by Optionee with all applicable
requirements of law relating thereto and with all applicable
regulations of any stock exchange on which the Corporation's
common stock may be listed at the time of such exercise and
issuance.
(b) Prior to exercise of the option hereunder,
Optionee shall execute and deliver to the Corporation such
representations in writing as may be requested by the Corporation
in order for it to comply with the applicable requirements of
federal and state securities laws.
12. OPTIONEE'S EMPLOYMENT. As used in this Agreement the
---------------------
term "Optionee's employment" means the employment of Optionee by
Corporation, or by any subsidiary corporation (as defined in the
Plan). Except to the extent the terms of any employment contract
between the Corporation and the Optionee may expressly provide
otherwise, the Corporation (or any subsidiary corporation
employing Optionee) shall have the right to terminate or change
the terms of employment of Optionee at any time and for any
reason whatsoever.
13. NOTICES. Any notice required to be given to the
-------
Corporation under the terms of this Agreement shall be in writing
and addressed to the Corporation in care of its Secretary at its
Corporate Offices at 1250 East Arques Avenue, Sunnyvale,
California 94088. Any notice to be given to Optionee shall be
in writing and addressed to him at the address indicated below
his signature line in this Agreement. Any such notice shall be
deemed effectively given upon personal delivery or upon deposit
in the United States Post Office, by registered or certified
mail, postage prepaid and properly addressed to the party to be notified.
14. SUCCESSORS AND ASSIGNS. The provisions of this
----------------------
Agreement shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and
assigns of Optionee and of the Corporation.
15. INTERPRETATION OF THIS AGREEMENT. This Agreement and
--------------------------------
the option evidenced hereby are made and granted pursuant to the Plan
and are in all respects limited by and subject to the express
provisions of the Plan applicable to non-qualified options. Any
dispute regarding the interpretation of this Agreement shall be
submitted by Optionee or by Corporation forthwith to the Board of
Directors of Corporation for resolution. The resolution of such
dispute by the Board of Directors shall be final and binding upon
all parties having an interest in this option.
16. LIABILITY OF CORPORATION.
------------------------
(a) If the option shares covered by this Agreement
exceed the number of shares which may without shareholder
approval be issued under the Plan as of the date hereof, then
this option shall be void with respect to such excess shares
unless shareholder approval of an amendment sufficiently
increasing the number of shares issuable under the Plan is
obtained in accordance with applicable provisions of the Plan.
(b) The inability of Corporation to obtain approval
from any regulatory body having authority deemed by Corporation
to be necessary to the lawful issuance and sale of any common
stock hereunder shall relieve Corporation of any liability in
respect of the non-issuance or sale of such common stock as to
which approval shall not have been obtained.
IN WITNESS WHEREOF, Corporation has caused this Agreement to
be duly executed in duplicate by its officer thereunto duly
authorized, and Optionee has duly executed this Agreement in
duplicate, all as of the day and year first above written.
AMDAHL CORPORATION
By
Anthony M. Pozos
Senior Vice President
Human Resources and
Corporate Services
Optionee
Exhibit 4(u)
APPROVED U.K. STOCK OPTION AGREEMENT
AGREEMENT made as of the day of , 19 , by and
between AMDAHL CORPORATION, a Delaware corporation (hereinafter
called "Corporation"), and (hereinafter called
"Optionee");
WITNESSETH:
RECITALS
- --------
A. The Board of Directors of Corporation has adopted and
approved the Corporation's Stock Option Plan (1974), as amended
(the "Plan"), for the purpose of attracting and retaining the
services of selected executive and other key employees, and for
the purpose of providing an incentive to encourage and stimulate
increased efforts by them.
B. Optionee is a selected executive or other key employee
within the meaning of the Plan, and this Agreement is executed
pursuant to, and is intended to carry out the purposes of, the
Plan in connection with the granting of a stock option to
Optionee by the Corporation.
C. The granted option is intended to be an Approved U.K.
Stock Option as defined in the Plan.
NOW, THEREFORE, it is hereby agreed as follows:
1. GRANT OF OPTION. Subject to and upon the terms and
---------------
conditions set forth in this Agreement, Corporation hereby grants
to Optionee a stock option to purchase in the aggregate up to
shares of the Corporation's common stock (which shares are
hereinafter called "option shares") during the specified term of
this option at the price of $ per share, such price being no
less than one hundred percent (100%) of the Fair Market Value
thereof on the date hereof. THIS OPTION IS GRANTED IN
CANCELLATION OF AN OPTION PREVIOUSLY GRANTED TO OPTIONEE ON
TO PURCHASE UP TO SHARES OF THE CORPORATION'S COMMON STOCK
AT AN OPTION PRICE IN EXCESS OF $ PER SHARE, AND OPTIONEE
HEREBY AGREES AND ACKNOWLEDGES THAT OPTIONEE HAS NO FURTHER
RIGHTS TO ACQUIRE ANY SHARES OF COMMON STOCK UNDER SUCH CANCELLED
OPTION.
2. SPECIFIED TERM. The term of this option shall be the
--------------
period commencing on the date hereof, which is the date of the
granting of this option, and, subject to the provisions of
paragraphs 7 and 8(c) hereof, ending three (3) months after the
date of termination of Optionee's employment for any cause
whatsoever; provided, however, that in any event, unless sooner
terminated, the specified term of this option shall end upon the
expiration of the ten (10)-year period measured from the grant
date of this option, and this option shall be of no further force
and effect and shall not be exercisable to any extent after the
expiration of such ten (10)-year period.
3. OPTIONEE NONTRANSFERABLE; EXCEPTION. This option shall
-----------------------------------
not be transferable or assignable by Optionee otherwise than by
will or by the laws of descent and distribution and may be
exercised, during Optionee's lifetime, only by Optionee.
4. TIME OF EXERCISING OPTION. Subject to the provisions
-------------------------
of paragraph 8(c), Optionee shall have no right to purchase any of
the option shares prior to the expiration of 12 months from the
grant date of this option. Thereafter Optionee may, within the
specified term of this option and pursuant to the provisions of
this Agreement, purchase the option shares in accordance with the
following schedule: (i) 40 percent of said option shares at any
time after the expiration of 12 months from the date hereof; (ii)
an additional 30 percent of said option shares at any time after
the expiration of 24 months from the date hereof; and (iii) the
balance of 30 percent of said option shares at any time after the
expiration of 36 months from the date hereof. Within the
limitations provided in this paragraph 4, Optionee may from time
to time during the specified term of this option purchase any or
all of the option shares. In no event, however, will this option
become exercisable for any additional option shares following the
termination of Optionee's employment.
5. WITHHOLDING. Optionee hereby agrees to make
-----------
appropriate arrangements with the Corporation or subsidiary corporation
employing Optionee for satisfaction of any Federal, state or
local income tax withholding requirements or Federal social
security employee tax requirements applicable to the exercise of
this option.
6. EXERCISE OF OPTION ON TERMINATION OF EMPLOYMENT. If,
-----------------------------------------------
for any reason whatsoever, Optionee's employment is terminated within
the specified term of this option, all rights under this option
shall terminate, and this option shall cease to be outstanding,
three (3) months after such termination of employment; provided,
however, that during such three (3) month period, Optionee shall
be entitled to exercise this option only with respect to that
number of option shares (if any) for which this option is in
accordance with the installment provisions of para graph 4
exercisable on the date of such termination of employment. This
Agreement does not impose any obligation whatsoever upon
Corporation or any subsidiary corporation (as defined in the
Plan) to continue Optionee's employment for any period of time,
such employment being terminable at the will of Corporation,
subsidiary corporation (as defined in the Plan) or Optionee.
7. EXERCISE OF OPTION AFTER OPTIONEE'S DEATH. Any
-----------------------------------------
provision of this Agreement to the contrary notwithstanding, if Optionee
should die while this option is outstanding, or within three (3)
months after Optionee's employment is terminated, the executors
or administrators of Optionee's estate, or Optionee's heirs or
legatees, as the case may be, shall have the right to exercise
this option, but only with respect to that number of option
shares (if any) for which this option is in accordance with the
installment provisions of paragraph 4 exercisable on the date of
Optionee's death. Such right shall lapse, and this option shall
terminate, upon the earlier of (i) the expiration of one (1) year
after the date of Optionee's death or (ii) the expiration of ten
(10) years after the grant date of this option.
8. ADJUSTMENT IN OPTION SHARES.
---------------------------
(a) In the event of any increase or decrease in the
number of outstanding shares of the Corporation's common stock
resulting from a recapitalization, payment of a common stock
dividend, a stock split, combination of shares or any other
increase or decrease in the number of such shares effected
without receipt of consideration by the Corporation, the number
of the option shares then subject to this option and the option
price per share shall be proportionately adjusted for such
increase or decrease without any change in the aggregate purchase
price payable for the option shares.
(b) If the Corporation shall be the surviving
corporation in any merger or consolidation, this option shall
pertain to and apply to the securities to which a holder of the
number of shares of common stock which are subject to this option
would have been entitled, and there shall be substituted with
respect to the option shares then subject to this option a new
option upon the same terms as set forth in this Agreement except
for necessary changes in the number, kind or price of such option
shares as may be necessitated by such merger or consolidation,
with the result that Optionee shall, upon exercise, receive under
such new option the same shares or securities as he would have
received pursuant to such merger or consolidation with respect to
such option shares had he purchased such option shares under this
Agreement immediately prior to such merger or consolidation.
(c) A dissolution or liquidation of the Corporation or
a merger or consolidation in which the Corporation is not the
surviving corporation (other than a transaction effected
primarily to change the state in which the Corporation is
incorporated) shall cause this option to terminate upon the
effective date of such dissolution, liquidation, merger or
consolidation; provided, however, that, notwithstanding any other
limitation herein provided, Optionee shall have the right to
purchase one hundred percent (100%) of the option shares not
theretofore purchased by him at any time during the fifteen (15)
day period immediately prior to the effective date of such
dissolution or liquidation or such merger or consolidation in
which Corporation is not the surviving corporation. This option
agreement shall not in any way affect the right of Corporation to
make changes of its capital structure or to merge or consolidate
or to dissolve, liquidate or sell all or any part of its business
or its assets.
9. PRIVILEGE OF STOCK OWNERSHIP. Optionee shall not have
----------------------------
any of the rights of a shareholder with respect to the option
shares except to the extent that this option is exercised for
such shares and certificates for the purchased shares are
actually issued and delivered to Optionee.
10. MANNER OF EXERCISING OPTION.
---------------------------
(a) This option may be exercised only as to whole
shares and only by written notice signed by Optionee (or in the
case of exercise after Optionee's death, by Optionee's executor,
administrator, heir or legatee, as the case may be), and given to
the Secretary of the Corporation, at its principal office. Such
notice shall:
(i) Specify the number of option shares with respect
to which the option is being exercised;
(ii) Be accompanied by payment of the option price in
one or more of the following alternative forms: (A) full
payment, in cash or cash equivalent, such as a certified check
payable to the Corporation's order, of the option price for the
option shares being purchased; (B) full payment in shares of
common stock of the Corporation having a Fair Market Value on
the Exercise Date (as such terms are defined below) equal to
the option price for the option shares being purchased; (C) a
combination of shares of common stock of the Corporation valued
at Fair Market Value on the Exercise Date and cash or cash
equivalent, equal in the aggregate to the option price for the
option shares being purchased; or (D) a cashless sale and
remittance procedure with a designated brokerage firm; and
(iii) Include appropriate documentation that the person
or persons exercising the option, if other than Optionee, have
the right to exercise this option.
(b) For purposes of paragraph 10(a) above, the Fair
Market Value of a share of the Corporation's common stock shall
be the mean of the lowest and highest selling prices of one share
of such common stock on the Exercise Date on the principal
exchange on which the common stock is then listed or admitted to
trading, as such prices are officially quoted by the composite
tape of transactions on such exchange. The Exercise Date shall
be the date on which written notice of the exercise of this
option is delivered to the Corporation.
(c) This option shall be deemed to have been exercised
with respect to the option shares specified in the notice of
exercise at such time as such notice shall have been delivered to
the Corporation, together with any representations requested by
the Corporation pursuant to paragraph 11(b). Except to the
extent the cashless sale and remittance procedure is utilized,
payment of the option price shall immediately become due and
shall accompany the notice of exercise. As soon thereafter as
practical, Corporation shall mail or deliver to or on behalf of
Optionee or the other person or persons exercising this option a
certificate or certificates representing the shares so purchased
and paid for.
11. COMPLIANCE WITH LAWS AND REGULATIONS.
------------------------------------
(a) The exercise of this option and the issuance of
option shares upon the exercise of this option shall be subject
to compliance by Corporation and by Optionee with all applicable
requirements of law relating thereto and with all applicable
regulations of any stock exchange on which the Corporation's
common stock may be listed at the time of such exercise and
issuance.
(b) Prior to exercise of the option hereunder,
Optionee shall execute and deliver to the Corporation such
representations in writing as may be requested by the Corporation
in order for it to comply with the applicable requirements of
federal and state securities laws.
12. OPTIONEE'S EMPLOYMENT. As used in this Agreement the
---------------------
term "Optionee's employment" means the employment of Optionee by
Corporation, or by any subsidiary corporation (as defined in the
Plan). Except to the extent the terms of any employment contract
between the Corporation and the Optionee may expressly provide
otherwise, the Corporation (or any subsidiary corporation
employing Optionee) shall have the right to terminate or change
the terms of employment of Optionee at any time and for any
reason whatsoever.
13. NOTICES. Any notice required to be given to the
-------
Corporation under the terms of this Agreement shall be in writing
and addressed to the Corporation in care of its Secretary at its
Corporate Offices at 1250 East Arques Avenue, Sunnyvale,
California 94088. Any notice to be given to Optionee shall be
in writing and addressed to him at the address indicated below
his signature line in this Agreement. Any such notice shall be
deemed effectively given upon personal delivery or upon deposit
in the United States Post Office, by registered or certified
mail, postage prepaid and properly addressed to the party to be notified.
14. SUCCESSORS AND ASSIGNS. The provisions of this
----------------------
Agreement shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and
assigns of Optionee and of the Corporation.
15. INTERPRETATION OF THIS AGREEMENT. This Agreement and
--------------------------------
the option evidenced hereby are made and granted pursuant to the Plan
and are in all respects limited by and subject to the express
provisions of the Plan applicable to non-qualified options. Any
dispute regarding the interpretation of this Agreement shall be
submitted by Optionee or by Corporation forthwith to the Board of
Directors of Corporation for resolution. The resolution of such
dispute by the Board of Directors shall be final and binding upon
all parties having an interest in this option.
16. LIABILITY OF CORPORATION
------------------------
(a) If the option shares covered by this Agreement
exceed the number of shares which may without shareholder
approval be issued under the Plan as of the date hereof, then
this option shall be void with respect to such excess shares
unless shareholder approval of an amendment sufficiently
increasing the number of shares issuable under the Plan is
obtained in accordance with applicable provisions of the Plan.
(b) The inability of Corporation to obtain approval
from any regulatory body having authority deemed by Corporation
to be necessary to the lawful issuance and sale of any common
stock hereunder shall relieve Corporation of any liability in
respect of the non-issuance or sale of such common stock as to
which approval shall not have been obtained.
IN WITNESS WHEREOF, Corporation has caused this Agreement to
be duly executed in duplicate by its officer thereunto duly
authorized, and Optionee has duly executed this Agreement in
duplicate, all as of the day and year first above written.
AMDAHL CORPORATION
By
Anthony M. Pozos
Senior Vice President
Human Resources and
Corporate Services
Optionee
Exhibit 4(v)
AMDAHL CORPORATION
NOTICE OF GRANT OF STOCK OPTION
AND GRANT AGREEMENT
Name:
("Optionee")
Employee ID:
Department No.:
You have been granted an option to acquire AMDAHL CORPORATION
common stock as follows:
Non-Qualified stock option grant:
Plan:
Grant Date:
Option price per share (FMV at grant date):
Total number of common shares granted:
(Collectively the "Option")
Your schedule and term of exercisability for this stock option
grant is as follows:
May be Must be
Number Exercised On Exercised
of Shares or After Before
Optionee hereby agrees that the Option to acquire shares of
AMDAHL CORPORATION common stock is granted pursuant to and in
accordance with the terms of the applicable AMDAHL CORPORATION
Stock Option Plan and the Stock Option Agreement (such Stock
Option Agreement being attached hereto as Exhibit A) (the
"Agreement"), both of which are incorporated herein and made an
integral part of this agreement.
Optionee further acknowledges receipt of the AMDAHL CORPORATION
Prospectus covering shares issuable under the Company's Stock
Option Plans and a copy of the current Annual and interim
reports.
DATE OPTIONEE
AMDAHL CORPORATION
By
Anthony M. Pozos
Senior Vice President
Human Resources
& Corporate Services
<PAGE>
STOCK OPTION GRANT AGREEMENT
(NON-QUALIFIED)
RECITALS
- --------
A. The Board of Directors of Amdahl Corporation
("Corporation") has adopted and approved Corporation's Stock
Option Plans (1971, 1974 and 1982), as amended (the "Plan" or the
"Plans") for the purpose of attracting and retaining the services
of selected executive and other key employees, and for the
purpose of providing an incentive to encourage and stimulate
increased efforts by them.
B. Optionee is a selected executive or other key employee
within the meaning of the Plan, and this Stock Option Grant
Agreement ("Agreement") is executed pursuant to, and is intended
to carry out the purpose of, the Plan in connection with the
granting of a non-qualified stock option to Optionee by the
Corporation.
C. The granted option is NOT intended to be an incentive
stock option ("Incentive Option") within the meaning of Section
422A of the Internal Revenue Code. The granted option is
accordingly a non-qualified option, and the withholding
requirements of Paragraph 5 of this Agreement will have to be
satisfied upon exercise of this option.
NOW, THEREFORE, it is hereby agreed as follows:
1. GRANT OF OPTION. Subject to and upon the terms and
---------------
conditions set forth in this Agreement, Corporation hereby grants
to Optionee a stock option to purchase shares of the
Corporation's common stock (which shares are herein after called
"option shares") during the specified term of this option, in
such number and at such price as is specified in the accompanying
Stock Option Grant Agreement.
2. SPECIFIED TERM. The term of this option shall be the
--------------
period commencing on the date of this Agreement which is the date
of the granting of this option, and, subject to the provisions of
Paragraphs 7 and 8(c) hereof, ending three (3) months after the
date of termination of Optionee's employment for any cause what-
soever; provided, however, that in any event, unless sooner ter-
minated, the specified term of this option shall end upon the
expiration of the ten (10) years after the grant date of this
option.
3. OPTIONEE NONTRANSFERABLE; EXCEPTION. This option shall
-----------------------------------
not be transferable or assignable by Optionee otherwise than by
will or the laws of descent and distribution and may be
exercised, during Optionee's lifetime, only by Optionee.
4. TIME OF EXERCISING OPTION. Subject to the provisions
-------------------------
of Paragraph 8(c), Optionee shall have no right to purchase any of
the option shares except in accordance with the exercisability
schedule in the accompanying Stock Option Grant Agreement.
Within the limitations provided in said Agreement, Optionee may,
within the specified term of this option and pursuant to the
provisions of this Agreement, purchase any or all of the option
shares in accordance with the above mentioned schedule. In no
event, however, will this option become exercisable for any
additional option shares following the termination of optionee's
employment.
5. WITHHOLDING. Optionee hereby agrees to make
-----------
appropriate arrangements with the Corporation or subsidiary corporation
employing Optionee for satisfaction of any Federal, state or
local income tax withholding requirements or Federal Social
Security Employee Tax requirements applicable to the exercise of
this option.
6. EXERCISE OF OPTION ON TERMINATION OF EMPLOYMENT. If
-----------------------------------------------
for any reason whatsoever, Optionee's employment is terminated within
the specified term of this option, all rights under this option
shall terminate, and this option shall cease to be outstanding,
three (3) months after such termination of employment; provided,
however, that during such three (3) month period, Optionee shall
be entitled to exercise this option only with respect to that
number of option shares (if any) for which this option is in
accordance with the installment provisions of Paragraph 4
exercisable on the date of such termination of employment.
7. EXERCISE OF OPTION AFTER OPTIONEE'S DEATH. Any
-----------------------------------------
provision of this Agreement to the contrary notwithstanding, should
Optionee die while this option is outstanding, or within three
(3) months after optionee's employment is terminated, the
executors or admin-istrators of Optionee's estate, or Optionee's
heirs or legatees, as the case may be, shall have the right to
exercise this option, but only with respect to that number of
option shares, (if any) for which this option is in accordance
with the installment provisions of Paragraph 4 exercisable on the
date of Optionee's death. Such right shall lapse, and this
option shall terminate, upon the EARLIER of
(i) the expiration of one (1) year after the date of
Optionee's death; or
(ii) the expiration of ten (10) years after the grant
date of this option.
8. ADJUSTMENT IN OPTION SHARES.
---------------------------
(a) In the event of any increase or decrease in the number
of outstanding shares of the Corporation's common stock
resulting from a recapitalization, payment of a common stock
dividend, stock split, combination of shares or any other
increase or decrease in the number of such shares effected
without receipt of consideration by the Corporation, the number
of the option shares then subject to this option and the option
price per share shall be proportionately adjusted for such
increase or decrease without any change in the aggregate purchase
price payable for the option shares.
(b) If the Corporation shall be the surviving corporation
in any merger or consolidation, this option shall pertain to and
apply to the securities to which a holder of the number of shares
of common stock which are subject to this option would have been
entitled, and there shall be substituted with respect to the
option shares then subject to this option a new option upon the
same terms as set forth in this Agreement except for necessary
changes in the number, kind or price of such option shares as may be
necessitated by such merger or consolidation, with the result
that Optionee shall, upon exercise, receive under such new option
the same shares or securities as he would have received pursuant
to such merger or consolidation with respect to such option
shares had he purchased such option shares under this Agreement
immediately prior to such merger or consolidation.
(c) A dissolution or liquidation of the Corporation or a
merger or consolidation in which Corporation is not the surviving
corporation (other than a transaction effected primarily to
change the state in which the Corporation is incorporated) shall
cause this option to terminate upon the effective date of such
dissolution, liquidation, merger or consolidation; provided,
however, that Optionee shall have the right to purchase one
hundred percent (100%) of the option shares not theretofore
purchased by him at any time during the fifteen (15) day period
immediately prior to the effective date of such dissolution,
liquidation, merger or consolidation in which Corporation is not
the surviving corporation. This option agreement shall not in
any way affect the right of Corporation to make changes of its
capital structure or to merge or consolidate or to dissolve,
liquidate or sell all or any part of its business or its assets.
9. PRIVILEGE OF STOCK OWNERSHIP. Optionee shall not have
----------------------------
any of the rights of a shareholder with respect to the option
shares except to the extent that this option is exercised for
such shares and certificates for the purchased shares are
actually issued and delivered to Optionee pursuant to this
option.
10. MANNER OF EXERCISING OPTION.
---------------------------
(a) This option may be exercised only as to whole shares
and only by written notice signed by Optionee (or in the case of
exercise after Optionee's death, by Optionee's executor,
administrator, heir or legatee, as the case may be), and given to
the Secretary of the Corporation. Such notice shall:
(i) Specify the number of option shares with respect
to which the option is being exercised;
(ii) Be accompanied by:
(A) full payment in cash or cash equivalent, such
as a certified check payable to the Corporation's order, of the
option price for the option shares being purchased;
(B) full payment in shares of common stock of the
Corporation having a Fair Market Value on the Exercise Date (as
such terms are defined below) equal to the option price for the
option shares being purchased;
(C) a combination of shares of common stock of
the Corporation valued at Fair Market Value on the Exercise Date
and cash or cash equivalent, equal in the aggregate to the option
price for the option shares being purchased; or
(D) a cashless sale and remittance procedure with
a designated brokerage firm: and
(iii) Include appropriate documentation that the
person or persons exercising the option, if other than Optionee,
have the right to exercise this option.
(b) For purposes of Paragraph 10(a) above, the Fair Market
Value of a share of the Corporation's common stock shall be the
mean of the lowest and highest selling prices of one share of
such common stock on the Exercise Date on the principal exchange
on which the common stock is then listed or admitted to trading,
as such prices are officially quoted by the composite tape of
transactions on such exchange. The Exercise Date shall be the
date on which written notice of the exercise of this option is
delivered to the Corporation.
(c) This option shall be deemed to have been exercised with
respect to the option shares specified in the notice of exercise
at such time as such notice shall have been delivered to the
Corporation, together with any representations requested by the
Corporation pursuant to Paragraph 11(b). Except to the extent
the cashless sale and remittance procedure is utilized, payment
of the option price shall immediately become due and shall
accompany the notice of exercise. As soon thereafter as
practical Corporation shall mail or deliver to or on behalf of
Optionee or the other person or persons exercising this option a
certificate or certificates representing the shares so purchased
and paid for.
11. COMPLIANCE WITH LAWS AND REGULATIONS.
------------------------------------
(a) The exercise of this option and the issuance of option
shares upon the exercise of this option shall be subject to
compliance by Corporation and by Optionee with all applicable
requirements of law relating thereto and with all applicable
regulations of any stock exchange on which the Corporation's
common stock may be listed at the time of such exercise and
issuance.
(b) Prior to exercise of the option hereunder, Optionee
shall execute and deliver to the Corporation such representations
in writing as may be requested by the Corporation in order for it
to comply with the applicable requirements of federal and state
securities laws.
12. OPTIONEE'S EMPLOYMENT. As used in this Agreement, the
---------------------
term "Optionee's employment" means the employment of Optionee by
Corporation or by any subsidiary corporation (as defined in the
Plan). Except to the extent the terms of any employment contract
between the Corporation and the Optionee may expressly provide
otherwise, the Corporation (or any subsidiary corporation
employing Optionee) shall have the right to terminate or change
the terms of employment of Optionee at any time and for any
reason whatsoever. This Agreement does not impose any obligation
whatsoever upon Corporation or any subsidiary corporation (as
defined in the Plan) to continue Optionee's employment for any
period of time, such employment being terminable at the will of
Corporation, subsidiary corporation (as defined in the Plan) or
Optionee.
13. NOTICES. Any notice required to be given to the
-------
Corporation under the terms of this Agreement shall be in writing
and addressed to the Corporation in care of its Secretary at its
Corporate Offices at 1250 East Arques Avenue, Sunnyvale,
California 94086. Any notice to be given to Optionee shall be in
writing and addressed to him at the address on file at that time
with the Company. Any such notice shall be deemed effectively
given upon personal delivery or upon deposit in the United States
Post Office, by registered or certified mail, postage prepaid and
properly addressed to the party to be notified.
14. SUCCESSORS AND ASSIGNS. The provisions of this
----------------------
Agreement shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and
assigns of Optionee and of the Corporation.
15. INTERPRETATION OF THIS AGREEMENT. This Agreement and
--------------------------------
the option evidenced hereby are made and granted pursuant to the plan
and are in all respects limited by and subject to the express
provisions of the plan applicable to non-qualified options. Any
dispute regarding the interpretation of this Agreement shall be
submitted by Optionee or by Corporation forthwith to the Board of
Directors of Corporation for resolution. The resolution of such
dispute by the Board of Directors shall be final and binding upon
all parties having an interest in this option.
16. LIABILITY OF CORPORATION.
------------------------
(a) If the option shares covered by this Agreement exceed
the number of shares which may without shareholder approval be
issued under the plan as of the date hereof, then this option
shall be void with respect to such excess shares unless
shareholder approval of an Amendment sufficiently increasing the
number of shares issuable under the Plan is obtained.
(b) The inability of Corporation to obtain approval from
any regulatory body having authority deemed by Corporation to be
necessary to the lawful issuance and sale of any common stock
hereunder shall relieve Corporation of any liability in respect
of the non-issuance or sale of such common stock as to which
approval shall not have been obtained.
<PAGE>
SCHEDULE TO
FORM OF GRANT AGREEMENT FOR
NON-QUALIFIED STOCK OPTION GRANTS
Amdahl Corporation's Stock Option Plan (1971), Stock Option
Plan (1974) and Stock Option Plan (1982) allowed for several
different vesting schedules. The agreements used are
substantially identical except for the different vesting
schedules which follow:
1. 25% of the employee's interest shall vest after the
expiration of 12, 24, 36, and 48 months from the date of grant.
2. 20% of the employee's interest shall vest after the
expiration of 12, 24, 36, 48 and 60 months from the date of
grant.
Exhibit 4(w)
ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into that
certain Non-Qualified Stock Option Agreement dated (the
"Agreement") by and between Amdahl Corporation ("Corporation")
and ("Optionee") evidencing the non-qualified
stock option granted to Optionee on such date and are hereby made
effective immediately. All capitalized terms used in this
Addendum shall have the meanings assigned to such terms in the
Agreement.
SPECIAL TAX ELECTIONS
A. STOCK WITHHOLDING. The Optionee is hereby granted the
-----------------
election to have the Corporation withhold, at the time this
option is exercised, a portion of the shares of Amdahl
Corporation common stock ("common stock") purchased under the
option with an aggregate fair market value equal to the
designated percentage (up to 100 percent as specified by the
Optionee) of the applicable Federal, State and local income,
employment and other tax withholding liabilities incurred by the
Optionee in connection with the option exercise (collectively the
"Withholding Taxes").
Any such exercise of the election must be effected in
accordance with the following terms and conditions:
(i) The election must be made on or before the
date the amount of the Withholding Taxes incurred by the Optionee
in connection with the exercise of the option is determined (the
"Tax Determination Date").
(ii) The election shall be irrevocable.
(iii) The election shall be subject to the approval
of the Plan Administrator, and none of the shares purchased under
the option shall actually be withheld in satisfaction of the
Withholding Taxes incurred in connection with the exercise of the
option, except to the extent the election is approved by the Plan
Administrator.
(iv) The shares withheld pursuant to the election
shall be valued at the mean of the lowest and highest selling
prices per share of the Corporation's common stock on the Tax
Determination Date on the principal exchange on which such common
stock is then listed or admitted to trading, as such prices are
officially quoted by the composite tape of transactions on such
exchange. If there are no reported sales of the Corporation's
common stock on the principal exchange on such date, then the
mean of the lowest and highest selling prices on such exchange on
the next preceding day for which there do exist such quotations
shall be determinative of the value of the withheld shares.
(v) In no event may the number of shares of
common stock requested to be withheld exceed in value the dollar
amount of the Withholding Taxes incurred by the Optionee in
connection with the exercise of the option.
If the stock withholding election is made by the Optionee at
the time when such individual is an officer or director of the
Corporation subject to the short-swing profit restrictions of
Section 16(b) of the Securities Exchange Act of 1934, then the
following limitations, in addition to the preceding provisions,
shall also be applicable:
(i) The election shall not become effective at
any time prior to the expiration of the six (6) month period
measured from the actual grant date of the stock withholding
election evidenced by this Addendum, and no shares purchased
under the option shall accordingly be withheld in connection with
any Tax Determination Date which occurs before the expiration of
such six (6) month period.
(ii) The stock withholding election must be made
in accordance within the following limitations:
- Such election must be made irrevocably at
least six (6) months before the Tax Determination Date, or
- Both the exercise of the withholding election
and the exercise of the option must occur concurrently within a
quarterly "window" period. Quarterly window periods shall begin
on the third (3rd) business day following the date of public
release of each quarterly or annual summary statement of the
Corporation's sales and earnings and end on the earlier of the
twelfth (12th) business day following such release date of the
Tax Determination Date.
(iii) The six (6) month periods specified in
clauses (i) and (ii) shall not be applicable in the event of the
Optionee's death or disability.
B. STOCK DELIVERY. The Optionee is hereby granted the
--------------
election to deliver to the Corporation, at the time the option is
exercised, shares of the Corporation's common stock previously
acquired by such individual (other than in connection with such
option exercise) with an aggregate fair market value equal to the
designated percentage (up to 100 percent as specified by the
Optionee) of the Withholding Taxes incurred by the Optionee in
connection with the option exercise.
Any such exercise of the election must be effected in
accordance with the following terms and conditions:
(i) The election must be made on or before the
date the amount of the Withholding Taxes incurred by the Optionee
in connection with the exercise of the option is determined (the
"Tax Determination Date").
(ii) The election shall be irrevocable.
(iii) The election shall be subject to the approval
of the Plan Administrator, and none of the delivered shares shall
be accepted in satisfaction of the Withholding Taxes, except to
the extent the election is approved by the Plan Administrator.
However, the Plan Administrator has pre-approved any and all
stock delivery elections made by the Optionee in accordance with
the provisions of this Addendum, provided such election relates
to Withholding Taxes incurred on one or more Tax Determination
Dates occurring after the effective date of this Addendum. Such
pre-approval may be revoked at any time by the Restricted Stock
Plan Administrator with respect to any stock delivery elections
made after the Optionee is notified of such revocation.
(iv) The delivered shares shall be valued at the
mean of the lowest and highest selling prices per share of the
Corporation's common stock on the Tax Determination Date on the
principal exchange on which such common stock is then listed or
admitted to trading, as such prices are officially quoted by the
composite tape of transactions on such exchange. If there are no
reported sales of the Corporation's common stock on the principal
exchange on such date, then the mean of the lowest and highest
selling prices on such exchange on the next preceding day for
which there do exist such quotations shall be determinative of
the value of the delivered shares.
(v) In no event may the number of delivered
shares exceed in value the dollar amount of the Withholding Taxes
incurred by the Optionee in connection with the exercise of the
option.
No additional restrictions or limitations shall be
applicable to any stock delivery election made by the Optionee,
whether or not such individual is at the time an officer or
director of the Corporation subject to the short-swing profit
restrictions of Section 16(b) of the Securities Exchange Act of
1934.
Except for the special tax elections provided herein,
nothing in the Addendum shall affect or otherwise modify the
existing terms and provisions of the Agreement and the option
evidenced thereby.
IN WITNESS WHEREOF, Amdahl Corporation and the Optionee have
executed this Addendum on _______________________, 199__.
AMDAHL CORPORATION
By
Anthony M. Pozos
Senior Vice President
Human Resources and
& Corporate Services
Employee Signature
Employee Printed Name
Exhibit 23(a)
June 15, 1994
Amdahl Corporation
1250 East Arques Avenue
Sunnyvale, CA 94088-3470
Re: Amdahl Corporation Registration Statement for Offering of
14,300,000 Shares of Common Stock
Gentlemen:
In connection with the registration under the Securities Act of
1933, as amended, on a Form S-8 registration statement to be
filed with the Securities and Exchange Commission on June 16,
1994 (the "Registration Statement"), of 14,300,000 shares of
common stock, par value of $0.05 per share, of Amdahl
Corporation, which are to be offered and sold under the Amdahl
Corporation 1994 Stock Incentive Plan ("Plan"), I advise you that
in my opinion when the 14,300,000 shares of such common stock
that are issuable pursuant to a Stock Issuance Program or
issuable upon exercise of options granted or to be granted under
the Plan have been issued and sold in accordance with and as
described in the Registration Statement, such shares will be
legally issued, fully paid and nonassessable shares of common
stock of Amdahl Corporation.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
G. Gregory Handschuh
General Counsel and
VP Legal Affairs
Exhibit 23(b)
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated January 31, 1994 included or incorporated by
reference in Amdahl Corporation's Form 10-K for the fiscal year
ended December 31, 1993
ARTHUR ANDERSEN & CO.
San Jose, California
June 15, 1994
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Amdahl
Corporation, a Delaware corporation, do hereby constitute and
appoint E. Joseph Zemke and Edward F. Thompson and each of them,
the lawful attorneys-in-fact and agents with full power and
authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents, and either
one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of
1933, as amended, and any rules or regulations or requirements of
the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the
foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-
effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and
each of the undersigned hereby ratifies and confirms that all
said attorneys and agents, or either of them, shall do or cause
to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed
this Power of Attorney as of the date indicated.
Signature Title Date
- --------- ------ ----
/s/E. Joseph Zemke President, Chief May 5, 1994
- ------------------ Executive Officer and
E. Joseph Zemke Director (Principal
Executive Officer)
/s/Edward F. Thompson Vice President, Chief May 5, 1994
- --------------------- Financial Officer and
Edward F. Thompson Secretary (Principal
Financial Officer)
/s/Ernest B. Thompson Vice President and May 6, 1994
- --------------------- Controller (Principal
Ernest B. Thompson Accounting Officer)
/s/John C. Lewis Chairman of the Board May 5, 1994
- ---------------- of Directors
John C. Lewis
/s/Keizo Fukagawa Director May 5, 1994
- -----------------
Keizo Fukagawa
/s/E. F. Heizer, Jr. Director May 5, 1994
- --------------------
E. F. Heizer, Jr.
/s/Kazuto Kojima Director May 5, 1994
- ----------------
Kazuto Kojima
/s/R. Stanley Laing Director May 5, 1994
- -------------------
R. Stanley Laing
/s/Burton G. Malkiel Director May 5, 1994
- --------------------
Burton G. Malkiel
/s/George R. Packard Director May 5, 1994
- --------------------
George R. Packard
/s/Walter B. Reinhold Director May 5, 1994
- ---------------------
Walter B. Reinhold
/s/Takamitsu Tsuchimoto Director May 5, 1994
- -----------------------
Takamitsu Tsuchimoto
/s/J. Sidney Webb Director May 5, 1994
- -----------------
J. Sidney Webb
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMDAHL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-1728548
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1250 East Arques Avenue
Sunnyvale, California 94088-3470
(Address of Principal (Zip Code)
Executive Offices)
1994 STOCK INCENTIVE PLAN
(Full title of the plans)
Edward F. Thompson
Vice President, Chief Financial Officer and Secretary
AMDAHL CORPORATION
1250 East Arques Avenue
Sunnyvale, California 94088-3470
(Name and address of agent for service)
(408) 746-6000
(Telephone number, including area code, of agent for service)
--------------------------------------------
This Registration Statement shall become effective immediately
upon filing with the Securities and Exchange Commission, and
sales of the registered securities will thereafter be effected
upon share issuances or option exercises effected under the
Amdahl Corporation 1994 Stock Incentive Plan.
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE
- ---------- ---------- --------- --------- ------------
<C> <C> <C> <C> <C>
common stock 14,300,000 shares(1) $6.375(2) $91,162,500.00 $31,435.56
(1) This Registration Statement shall also cover any additional shares of common stock
which become issuable under the 1994 Stock Incentive Plan ("1994 Plan") by reason of
any stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase in the
number of the Company's outstanding shares of common stock.
(2) Solely for the purpose of calculating the registration fee, the price per share of
common stock has been estimated in accordance with Rule 457(h). Accordingly, the
price per share of the common stock offered under the 1994 Plan, has been estimated
at $6.375, based on the average of the lowest and highest selling prices of the
Company's common stock on the American Stock Exchange on June 15, 1994.
</TABLE>
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Amdahl Corporation (the "Registrant" or the "Company")
hereby incorporates by reference into this Registration Statement
the following documents previously filed with the Securities and
Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993, filed pursuant to Section 13
of the Securities Exchange Act of 1934 (the "1934 Act"); and
(b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal period ended April 1, 1994, filed pursuant to Section 13
of the 1934 Act.
All reports and documents filed pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities
The Company's authorized capital stock consists of
200,000,000 shares of common stock, par value of $.05 per share,
and 5,000,000 shares of Preferred Stock, par vaule of $1.00 per
share. As of June 14, 1994 there were 115,533,868 shares of
common stock outstanding, and no shares of Preferred Stock
outstanding.
Common Stock
Dividends. Subject to the restrictions described under
"Preferred Stock" below, holders of common stock are entitled to
such dividends as may be declared by the Board of Directors (the
"Board") out of funds legally available therefor.
Voting Rights. Holders of common stock are entitled to one
(1) vote per share on all matters submitted to a vote of holders
of common stock except that holders are entitled to cumulate
their votes in the election of directors.
Liquidation Rights. Upon liquidation or dissolution of the
Company, after satisfaction of any liquidation preferences of the
outstanding Preferred Stock (if any), holders of common stock are
entitled to receive pro rata all assets remaining available for
distribution to stockholders.
Other. All outstanding shares of common stock are, and all
shares of common stock issued pursuant to the provisions of the
Plans will, upon the receipt of payment therefor, be validly
issued, fully paid and nonassessable. Holders of common stock
have no preemptive rights.
Preferred Stock
Preferred Stock may be issued from time to time in one or
more series, each of such series to have such designations,
preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions
that are not set in the Company's Restated Certificate of
Incorporation, as the Board determines.
Dividends. The Board may fix by resolution(s) the relative
priority of each series in relation to other series, the rate on
shares of each series and the necessary dates to effectuate a
dividend declaration. Also, the Board may set the limitations
and restrictions that effect the common stock while any Preferred
Stock is outstanding upon the payment of dividends.
Conversion. The Board may fix by resolution(s) whether or
not shares of a series are convertible, the method of conversion
and all terms and conditions for such conversion.
Sinking Fund. The Board may determine by resolution(s)
whether or not shares of a series shall be subject to the
operation of a sinking fund and the terms and provisions relative
to the operation thereof.
Redemption. The Board may fix by resolution(s) the terms
and conditions and the restrictions and limitations applicable to
each series in regards to the redemption of shares, to the extent
that such are not set in the Restated Certificate of
Incorporation.
Voting Rights. Except as stated in the Restated Certificate
of Incorporation, required by law or as may be provided in the
resolution(s) adopted by the Board providing for the issuance of
any series of Preferred Stock, no holder of Preferred Stock shall
have any voting powers as to any manners upon which stockholders
of the Corporation have the right to vote.
Liquidation Rights. The Board may fix by resolution(s) the
relative priority of each series in relation to other series and
the amount(s) the stockholders of each series shall be entitled
to receive. Also, the Board may set limitations and restrictions
that effect the common stock while any Preferred Stock is
outstanding upon the distribution of assets on liquidation.
Item 5. Interests of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware and
the Registrant's Restated Bylaws contain provisions authorizing
the indemnification of corporate directors and officers against
certain liabilities and expenses incurred in connection with
proceedings involving such persons in their capacities as
directors and officers, including proceedings under the
Securities Act of 1933 ("1933 Act") or the 1934 Act.
Article IX of the Bylaws requires the Registrant to
indemnify all directors and officers to the fullest extent
permitted by Delaware law and also provides for the advancement
of expenses to officers and directors in connection with their
defense of civil or criminal proceedings upon the written
undertaking of the director or officer to repay the advance in
the event it is ultimately determined that such individual is not
entitled to indemnification under the General Corporation Law of
Delaware.
In addition, the Registrant has entered into supplemental
indemnification agreements with its directors which broaden the
scope of indemnity beyond that expressly provided by the Bylaws
and the Delaware General Corporation Law. These supplemental
contracts are permissible under Delaware General Corporation Law
and have been approved by the Registrant's stockholders. The
agreements provide the directors with indemnification to the
fullest possible extent permitted by law against all expenses
(including attorney fees), judgments, fines and settlement
amounts incurred or paid by them in any action or proceeding
(including any action by or in the right of the Registrant) by
reason of their service either as a director, officer, employee
or agent of the Registrant or, at the Registrant's request, as a
director, officer, agent or employee of another company,
partnership, joint venture, trust or other enterprise. However,
no indemnity will be provided to any director with respect to
conduct which is adjudged to be knowingly fraudulent,
deliberately dishonest or to constitute willful misconduct.
Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 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 the 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 1933 Act and will be governed by the
final adjudication of such issue.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
4(a) Amdahl Corporation 1994 Stock Incentive Plan
4(b) Form of Notice of Automatic Stock Option Grant and Grant
Agreement under the 1994 Stock Incentive Plan
4(c) Form of Notice of Exercise of Automatic Stock Option under
the 1994 Stock Incentive Plan
4(d) Form of Notice of Grant of Stock Option and Grant Agreement
for Stock Option grants under the 1994 Stock Incentive Plan
4(e) Form of Addendum to Stock Option Agreement under the 1994
Stock Incentive Plan
4(f) Form of Addendum to Stock Option Agreement under the 1994
Stock Incentive Plan
4(g) Form of Addendum to Stock Option Agreement under the 1994
Stock Incentive Plan
4(h) Form of Addendum to Stock Option Agreement under the 1994
Stock Incentive Plan
4(i) Form of Stock Issuance Agreement under the 1994 Stock
Incentive Plan
4(j) Form of Restricted Stock Purchase Agreement under the
Restricted Stock Plan
4(k) Form of Restricted Stock Purchase Agreement under the
Restricted Stock Plan
4(l) Form of Addendum to Restricted Stock Purchase Agreement
under the Restricted Stock Plan
4(m) Form of Notice of Grant of Stock Option and Grant Agreement
for incentive stock option grants under the Stock Option
Plan (1974)
4(n) Form of Option Agreement under the Stock Option Plan (1974)
relating to a stock option granted to a non-employee
director of Amdahl.
4(o) Form of Automatic/Non-Employee Director Grant Non-Qualified
Stock Option Agreement under the Stock Option Plan (1974)
4(p) Form of Notice of Grant of Stock Option and Grant Agreement
for U.K. Approved stock option grants under the Stock Option
Plan (1974)
4(q) Form of Notice of Grant of Stock Option and Grant Agreement
for Irish Approved stock option grants under the Stock
Option Plan (1974)
4(r) Form of Stock Option Agreement for repriced options under
the Stock Option Plan (1974)
4(s) Form of Stock Option Agreement for repriced options under
the Stock Option Plan (1974)
4(t) Form of Approved Irish Stock Option Agreement for repriced
options under the Stock Option Plan (1974)
4(u) Form of Approved U.K. Stock Option Agreement for repriced
options under the Stock Option Plan (1974)
4(v) Form of Notice of Grant of Stock Option and Grant Agreement
for Non-Qualified Stock Option Grants under the Stock Option
Plan (1971), Stock Option Plan (1974) and Non-Qualified
Stock Option Plan (1982)
4(w) Form of Addendum to Stock Option Agreement under the Stock
Option Plan (1971), Stock Option Plan (1974) and Non-
Qualified Stock Option Plan (1982)
5 Opinion of Counsel as to the legality of the securities
being registered
23(a)Consent of Counsel
23(b)Consent of Independent Public Accountants
24 Power of Attorney
Item 9. Undertakings
A. 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 1933
Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this Registration Statement, and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement; provided, however, that
clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference into this Registration
Statement; (2) that for the purpose of determining any liability
under the 1933 Act 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; and (3) to remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold upon the termination of the Registrant's Purchase
Plan, 1974 Plan or 1982 Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the 1934 Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant
to section 15(d) of the 1934 Act) 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.
C. Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers or
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been informed that
in the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 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 the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controller 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 Act and will be governed by the final
adjudication of such issue.
<PAGE>
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 Sunnyvale, State of California, on this 16th day of
June, 1994.
AMDAHL CORPORATION
By /s/E. Joseph Zemke
--------------------------
E. Joseph Zemke
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ------ ----
/s/E. Joseph Zemke President, Chief June 16, 1994
- ------------------ Executive Officer and
E. Joseph Zemke Director (Principal
Executive Officer)
/s/Edward F. Thompson Vice President, Chief June 16, 1994
- --------------------- Financial Officer and
Edward F. Thompson Secretary (Principal
Financial Officer)
/s/Ernest B. Thompson Vice President and June 16, 1994
- --------------------- Controller (Principal
Ernest B. Thompson Accounting Officer)
/s/John C. Lewis* Chairman of the Board
- ----------------- of Directors
John C. Lewis
/s/Keizo Fukagawa* Director
- ------------------
Keizo Fukagawa
/s/E. F. Heizer, Jr.* Director
- ---------------------
E. F. Heizer, Jr.
/s/Kazuto Kojima* Director
- -----------------
Kazuto Kojima
/s/R. Stanley Laing* Director
- --------------------
R. Stanley Laing
/s/Burton G. Malkiel* Director
- ---------------------
Burton G. Malkiel
/s/George R. Packard* Director
- ---------------------
George R. Packard
/s/Walter B. Reinhold* Director
- ----------------------
Walter B. Reinhold
/s/Takamitsu Tsuchimoto* Director
- ------------------------
Takamitsu Tsuchimoto
/s/J. Sidney Webb* Director
- ------------------
J. Sidney Webb
* By: /s/Edward F. Thompson Attorney in Fact June 16, 1994
---------------------
Edward F. Thompson
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4(a) Amdahl Corporation 1994 Stock Incentive Plan
4(b) Form of Notice of Automatic Stock Option Grant and
Grant Agreement under the 1994 Stock Incentive
Plan
4(c) Form of Notice of Exercise of Automatic Stock
Option under the 1994 Stock Incentive Plan
4(d) Form of Notice of Grant of Stock Option and Grant
Agreement for Stock Option grants under the 1994
Stock Incentive Plan
4(e) Form of Addendum to Stock Option Agreement under
the 1994 Stock Incentive Plan
4(f) Form of Addendum to Stock Option Agreement under
the 1994 Stock Incentive Plan
4(g) Form of Addendum to Stock Option Agreement under
the 1994 Stock Incentive Plan
4(h) Form of Addendum to Stock Option Agreement under
the 1994 Stock Incentive Plan
4(i) Form of Stock Issuance Agreement under the 1994
Stock Incentive Plan
4(j) Form of Restricted Stock Purchase Agreement under
the Restricted Stock Plan
4(k) Form of Restricted Stock Purchase Agreement under
the Restricted Stock Plan
4(l) Form of Addendum to Restricted Stock Purchase
Agreement under the Restricted Stock Plan
4(m) Form of Notice of Grant of Stock Option and Grant
Agreement for incentive stock option grants under
the Stock Option Plan (1974)
4(n) Form of Option Agreement under the Stock Option
Plan (1974) relating to a stock option granted to
a non-employee director of Amdahl.
4(o) Form of Automatic/Non-Employee Director Grant Non-
Qualified Stock Option Agreement under the Stock
Option Plan (1974)
4(p) Form of Notice of Grant of Stock Option and Grant
Agreement for U.K. Approved stock option grants
under the Stock Option Plan (1974)
4(q) Form of Notice of Grant of Stock Option and Grant
Agreement for Irish Approved stock option grants
under the Stock Option Plan (1974)
4(r) Form of Stock Option Agreement for repriced
options under the Stock Option Plan (1974)
4(s) Form of Stock Option Agreement for repriced
options under the Stock Option Plan (1974)
4(t) Form of Approved Irish Stock Option Agreement for
repriced options under the Stock Option Plan
(1974)
4(u) Form of Approved U.K. Stock Option Agreement for
repriced options under the Stock Option Plan
(1974)
4(v) Form of Notice of Grant of Stock Option and Grant
Agreement for Non-Qualified Stock Option Grants
under the Stock Option Plan (1971), Stock Option
Plan (1974) and Non-Qualified Stock Option Plan
(1982)
4(w) Form of Addendum to Stock Option Agreement under
the Stock Option Plan (1971), Stock Option Plan
(1974) and Non-Qualified Stock Option Plan (1982)
23(a) Consent of Counsel
23(b) Consent of Independent Public Accountants
24 Power of Attorney
