As filed with the Securities and Exchange Commission on August 25, 1997
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
LSI LOGIC CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 94-2712976
(State of Incorporation) (I.R.S. Employer Identification No.)
1551 McCarthy Boulevard
Milpitas, California 95035
(Address of Principal Executive Offices)
MINT TECHNOLOGY, INC.
1996 STOCK OPTION PLAN
LSI LOGIC CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
AMENDED
LSI LOGIC CORPORATION
1991 EQUITY INCENTIVE PLAN
AMENDED AND RESTATED
(Full title of the Plan)
David E. Sanders
Vice President, General Counsel
LSI LOGIC CORPORATION
1551 McCarthy Boulevard, Milpitas, California 95035
(408) 433-8000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price Per Offering Fee
Unit* Price*
Common Stock 4,191,460 shares $34.00 $142,378,866 $43,185.00
*Estimated in accordance with Rule 457(c) for the purpose of calculating
the registration fee on the basis of $34.00 per share, which was the
average of the high and low prices of the Common Stock on the New York
Stock Exchange, Inc. on August 21, 1997.
Part II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "1934 Act");
(b) The Company's definitive proxy statement dated March 27,
1997, in connection with the Company's Annual Meeting of Stockholders held
May 6, 1997 filed pursuant to Section 14, of the 1934 Act;
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 29, 1997 filed pursuant to Section 13 of the 1934 Act;
(d) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1997 filed pursuant to Section 13 of the 1934 Act; and
(e) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed on August 29, 1989,
pursuant to Section 12(b) of the 1934 Act.
All documents filed by the Company pursuant to Sections 13(a) and
(c), 14 and 15(d) of the 1934 Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the
date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a
court to award, or a corporation's Board of Directors to grant, indemnity
to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of
1933. Section 11 of the Certificate of Incorporation and Article VI of the
Bylaws of the Company provide for indemnification of certain agents to the
maximum extent permitted by the Delaware General Corporation Law.
Persons covered by these indemnification provisions include
current and former directors, officers, employees and other agents of the
Company, as well as persons, who serve at the request of the Company as
directors, officers, employees or agents of another enterprise. In
addition, the Company has entered into indemnification agreements with its
directors and officers pursuant to which the Company has agreed to
indemnify such individuals and to advance expenses incurred in defending
any action or proceeding to the fullest extent permitted by Section 145 of
the Delaware General Corporation Law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number
3.1 Amended and Restated Certificate of Incorporation of the Company
filed August 20, 1997.
4.2 Stockholder Rights Plan dated November 16, 1988 (1)
4.3 Mint Technology, Inc. Amended 1996 Stock Option Plan
4.4 Employee Stock Purchase Plan Amended
4.5 1991 Equity Incentive Plan Amended and Restated
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page 6).
(1) Incorporated by reference to exhibits filed with the Company's Form 8-A
filed on November 21, 1988
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 to
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such posteffective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the Delaware General
Corporation Law, the By-Law provisions, Section 11 of the Certificate of
Incorporation of the registrant and the indemnification agreements
described above in Item 6, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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 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 hereunder, 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 of 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
LSI Logic Corporation, a corporation organized and existing under the laws
of the State of Delaware, 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 Milpitas, State
of California, on this 20th day of August, 1997.
LSI LOGIC CORPORATION
By: /s/R. Douglas Norby
R. Douglas Norby
Executive Vice President, Finance and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wilfred J. Corrigan and R. Douglas
Norby, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or substitutes, may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/Wilfred J. Corrigan Chief Executive Officer and August 20, 1997
(Wilfred J. Corrigan) Chairman of the Board of
Directors (Principal
Executive Officer)
/s/ R. Douglas Norby Senior Vice President, August 20, 1997
(R. Douglas Norby) Finance and Chief Financial
Officer (Principal Financial
and Accounting Officer)
/s/ T.Z. Chu Director August 20, 1997
(T.Z. Chu)
EXHIBIT INDEX
Exhibit Number Description
3.1 Amended and Restated Certificate of Incorporation of
the Company filed August 20, 1997
4.2 Stockholder Rights Plan, dated November 16, 1988(1)
4.3 Mint Technology, Inc. Amended 1996 Stock Option Plan
4.4 Employee Stock Purchase Plan Amended
4.5 1991 Equity Incentive Plan Amended and Restated
5.1 Opinion of Counsel as to legality of securities being
registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel.
24.1 Power of Attorney.
EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
LSI LOGIC CORPORATION
LSI Logic Corporation, a corporation organized and existing
under the laws of the State of Delaware, hereby certifies
that:
A. Pursuant to Section 245 of the Delaware General
Corporation Law, this Amended and Restated Certificate of
Incorporation restates, integrates and amends the provisions
of the Corporation's Certificate of Incorporation.
B. This Amended and Restated Certificate of Incorporation
was duly adopted in accordance with Sections 242 and 245 of
the Delaware General Corporation Law.
C. The Certificate of Incorporation of this corporation is
amended and restated in its entirety to read as follows:
1. The name of the corporation is LSI Logic Corporation
("the Corporation").
2. The address of the Corporation's registered office in
the State of Delaware is Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New
Castle, zip code 19801. The name of its registered agent at
such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted
or promoted by the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the
General Corporation Law of Delaware.
4. (a) This corporation is authorized to issue two classes
of shares, designated "Common Stock" and "Preferred Stock."
The total number of shares which this corporation shall have
authority to issue is Four Hundred Fifty Two Million
(452,000,000), of which Four Hundred Fifty Million
(450,000,000) shall be Common Stock with a par value of $.01
per share and Two Million (2,000,000) shall be Preferred
Stock with a par value of $.01 per share.
(b) The Shares of Preferred Stock may be issued from
time to time in one or more series. The Board of Directors
is authorized, subject to limitations prescribed by law and
the provisions of this Article 4, to provide for the issuance
of the Shares of Preferred Stock in series, and by filing a
certificate pursuant to the applicable law of the State of
Delaware, to establish from time to time the number of shares
to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of
each such series and the qualifications, limitations or
restrictions thereof.
The authority of the Board with respect to each series
shall include, but not be limited to, determination of the
following:
(i) The number of shares constituting that series
and the
distinctive designation of that series;
(ii) The dividend rate on the shares of that
series, whether dividends shall be cumulative, and, if so,
from which date or dates, and the relative rights of
priority, if any, of payment of dividends on shares of that
series;
(iii) Whether that series shall have voting rights,
in addition to the voting rights provided by law, and, if so,
the terms of such voting rights;
(iv) Whether that series shall have conversion
privileges, and, if so, the terms and conditions of such
conversion, including provision for adjustment of the
conversion rate in such events as the Board of Directors
shall determine;
(v) Whether or not the shares of that series shall
be redeemable, and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which
they shall be redeemable, and the amount per share payable in
case of redemption, which amount may vary under different
conditions and at different redemption dates;
(vi) Whether that series shall have a sinking fund
for the redemption or purchase of shares of that series, and,
if so, the terms and amount of such sinking fund;
(vii) The rights of the shares of that series in
the event of voluntary or involuntary liquidation,
dissolution or winding up of the corporation, and the
relative rights of priority, if any, of payment of shares of
that series; and
(viii) Any other relative or participating rights,
preferences and limitations of that series.
5. The Corporation is to have perpetual existence.
6. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly
authorized to make, alter, amend or repeal the By-Laws of the
Corporation.
7. The number of directors which will constitute the whole
Board of Directors of the Corporation shall be as specified
in the By-Laws of the Corporation.
8. At all elections of directors of the Corporation, each
holder of stock or of any class or classes or of a series or
series thereof shall be entitled to as many votes as shall
equal the number of votes which (except for this provision as
to cumulative voting) he would be entitled to cast for the
election of directors with respect to his shares of stock
multiplied by the number of directors to be elected, and he
may cast all of such votes for a single candidate or may
distribute them among the number of directors to be elected,
or for any two or more of them as he may see fit.
9. Meetings of stockholders may be held within or without
the State of Delaware, as the By-Laws may provide. The books
of the Corporation may be kept (subject to any provision
contained in the statutes) outside the State of Delaware at
such place or places as may be designated from time to time
by the Board of Directors or in the By-Laws of the
Corporation.
10. To the fullest extent permitted by the Delaware General
Corporation Law, a director of the Corporation shall not be
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director.
Neither any amendment nor repeal of this Article 10, nor the
adoption of any provision of this Amended and Restated
Certificate of Incorporation inconsistent with this Article
10, shall eliminate or reduce the effect of this Article 10
with respect to any matter occurring, or any cause of action,
suit or claim that, but for this Article 10, would accrue or
arise, prior to such amendment, repeal or adoption of an
inconsistent provision.
11. Elections for directors need not be by ballot unless a
stockholder demands selection by ballot at the meeting and
before the voting begins or unless the By-Laws so require.
12. The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate
of Incorporation, in the manner now or hereafter prescribed
by statute, and all rights conferred upon stockholders herein
are granted subject to this reservation.
The foregoing Amended and Restated Certificate of
Incorporation has been duly approved by the Board of
Directors and only restates and integrates and does not
further amend the Corporation's Certificate of Incorporation
as heretofore duly amended, and there is no discrepancy
between those provisions as amended by duly held votes of the
stockholders and the provisions of this Amended and Restated
Certificate of Incorporation.
The undersigned declares under penalty of perjury the
foregoing represents the act and deed of the Corporation and
that the matters set forth in the foregoing certificate are
true of his own knowledge.
IN WITNESS WHEREOF, the undersigned has executed this
certificate at Milpitas, California, this 8th day of August,
1997.
/s/ David E. Sanders
David E. Sanders
Vice President, General Counsel
and Secretary
Attest: /s/ Elissa R. Wellikson
EXHIBIT 4.3
AMENDED
MINT TECHNOLOGY, INC. 1996
STOCK OPTION PLAN
ARTICLE I
Purpose of the Plan
The purpose of this Plan is to encourage and enable employees,
consultants, directors and others who are in a position to make significant
contributions to the success of the Corporation and of its affiliated
corporations upon whose judgment, initiative and efforts the Corporation
depends for the successful conduct of its business, to acquire a closer
identification of their interests with those of the Corporation by
providing them with opportunities to purchase stock in the Corporation
pursuant to options granted hereunder, thereby stimulating their efforts on
behalf of the Corporation and strengthening their desire to remain involved
with the Corporation.
ARTICLE II
Definitions
2.1 "Affiliated Corporation" means any stock corporation of which a
majority of the voting common or capital stock is owned directly or
indirectly by the Corporation.
2.2 "Award" means an option granted under Article V hereinbelow.
2.3 "Board" means the Board of Directors of the Corporation.
2.4 "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
2.5 "Corporation" means Mint Technology, Inc., a Massachusetts
corporation, or its successor.
2.6 "Employee" means any person who is a regular full-time or part-
time employee of the Corporation or an Affiliated Corporation on or after
June 18, 1996.
2.7 "Option" means an Incentive Stock Option or NonQualified Option
granted by the Board under Article V of this Plan in the form of a right to
purchase Stock evidenced by an instrument containing such provisions as the
Board may establish.
2.8 "Optionee" means an individual who has been granted an Option.
2.9 "Plan" means this 1996 Stock Option Plan.
2.10 "Incentive Stock Option" ("ISO") means an Option which qualifies
as an incentive stock Option as defined in Section 422 of the Code, as
amended.
2.11 "Non-Qualified Option" means any Option not intended to qualify
as an Incentive Stock Option.
2.12 "Stock" means the Common Stock, with $0.01 par value, of the
Corporation or any successor, including any adjustments in the event of
changes in capital structure of the type described in Article X
hereinbelow.
ARTICLE III
Administration of the Plan
3.1 Administration by Board. This Plan shall be administered by the
Board of Directors of the Corporation. The Board may, from time to time,
delegate any of its functions under this Plan to one or more committees.
All references in this Plan to the Board shall also include the committee
or committees, if one or more have been appointed by the Board. From time
to time the Board may increase the size of the committee or committees and
appoint additional members thereto, remove members (with or without cause)
and appoint new members in substitution therefor, fill vacancies however
caused, or remove all members of the committee or committees and thereafter
directly administer the Plan. No member of the Board or a committee shall
be liable for any action or determination made in good faith with respect
to the Plan or any Options granted under it.
3.2 Powers. The Board of Directors and/or any committee appointed by
the Board shall have full and final authority to operate, manage and
administer the Plan on behalf of the Corporation. This authority includes,
but is not limited to:
(a) The power to grant Awards conditionally or unconditionally;
(b) The power to prescribe the form or forms of the instruments
evidencing Awards granted under this Plan;
(c) The power to interpret and amend the Plan in any and all respects
except as provided in Article IX hereinbelow;
(d) The power to provide regulations for the operation of the
incentive features of the Plan, and otherwise to prescribe and rescind
regulations for interpretation, management and administration of the Plan;
(e) The power to delegate responsibility for Plan operation,
management and administration on such terms, consistent with the Plan, as
the Board may establish;
(f) The power to delegate to other persons the respon sibility of
performing ministerial acts in furtherance of the Plan's purpose; and
(g) The power to engage the services of persons, companies, or
organizations in furtherance of the Plan's purpose, including but not
limited to, banks, insurance companies, accountants, attorneys, brokerage
firms and consultants.
3.3 Additional Powers. In addition, as to each Option to purchase
Stock of the Corporation, the Board shall have full and final authority in
its discretion: (a) to determine the number of shares of Stock subject to
each Option; (b) to determine the time or times at which Options will be
granted; (c) to determine the Option price of the shares of Stock subject
to each Option, which price shall be not less than the minimum price
specified in Article V of this Plan; (d) to determine the time or times
when each Option shall become exercisable and the duration of the exercise
period (including the acceleration of any exercise period for any events
which the Board deems appropriate, including, but not limited to, public
offerings of the Corporation's stock and sales of all or substantially all
of the Corporation's assets or stock), which shall not exceed the maximum
period specified in Article V; and (e) to determine whether each Option
granted shall be an Incentive Stock Option or a Non-qualified Option.
In no event may the Corporation grant an Employee any Incentive Stock
Option that is first exercisable during any one calendar year to the extent
the aggregate fair market value of the Stock (determined at the time the
Options are granted) exceeds $100,000 (under all stock Option plans of the
Corporation and any Affiliated Corporation); provided, however, that this
paragraph shall have no force and effect if its inclusion in the Plan is
not necessary for Incentive Stock Options issued under the Plan to qualify
as such pursuant to Section 422(d) of the Code.
ARTICLE IV
Eligibility
4.1 Eligible Employees. All Employees (including Directors who are
Employees) are eligible to be granted Incentive Stock Option and Non
Qualified Option Awards under this Plan.
4.2 Consultants, Directors and other Non-Employees. Any Consultant,
Director (whether or not an Employee) and any other Non-Employee is
eligible to be granted Non-Qualified Option Awards under the Plan.
4.3 Relevant Factors. In selecting individual Employees, Consultants,
Directors and Non-Employees to whom Awards shall be granted, the Board
shall weigh such factors as are relevant to accomplish the purpose of the
Plan as stated in Article I. An individual who has been granted an Award
may be granted one or more additional Awards, if the Board so determines.
The granting of an Award to any individual shall neither entitle that
individual to, nor disqualify him/her from, participation in any other
grant of Awards.
ARTICLE V
Stock Option Awards
5.1 Number of Shares. Subject to the provisions of Articles III and
IX of this Plan, the aggregate number of shares of Stock for which Options
may be granted under this Plan shall not exceed one million one hundred
thousand (1,100,000) shares. The shares to be delivered upon exercise of
Options under this Plan shall be made available, at the discretion of the
Board, either from authorized but unissued shares or from previously issued
and reacquired shares of Stock held by the Corporation as treasury shares,
including shares purchased in the open market.
Stock issuable upon exercise of an Option granted under the Plan may
be subject to such restrictions on transfer, repurchase rights or other
restrictions as shall be determined by the Board of Directors.
5.2 Effect of Expiration, Termination or Surrender. If an Option
under this Plan shall expire or terminate unexercised as to any shares
covered thereby, or shall cease for any reason to be exercisable in whole
or in part, or if the Corporation shall reacquire any unvested shares
issued pursuant to Options under the Plan, such shares shall thereafter be
available for the granting of other Options under this Plan.
5.3 Term of Options. The full term of each Option granted hereunder
shall be for such period as the Board shall determine. In the case of
Incentive Stock Options granted hereunder, the term shall not exceed ten
(10) years from the date of granting thereof. Each Option shall be subject
to earlier termination as provided in Sections 6.3 and 6.4 hereof.
Notwithstanding the foregoing, Options intended to qualify as "Incentive
Stock Options" may not be granted to any employee who at the time such
Option is granted owns more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company unless such Option must
be exercisable within five (5) years from the date such Option is granted.
5.4 Option Price. The Option price shall be determined by the Board
at the time any Option is granted. In the case of Incentive Stock Options,
the exercise price shall not be less than 100% of the fair market value of
the shares covered thereby at the time the Incentive Stock Option is
granted (but in no event less than par value), provided that no Incentive
Stock Option shall be granted hereunder to any Employee if at the time of
grant the Employee, directly or indirectly, owns Stock possessing more than
10% of the combined voting power of all classes of stock of the Corporation
and its Affiliated Corporations unless the Incentive Stock Option exercise
price equals not less than 110% of the fair market value of the shares
covered thereby at the time the Incentive Stock Option is granted.
5.5 Fair Market Value. If, at the time an Option is granted under the
Plan, the Corporation's Stock is publicly traded, "fair market value" shall
be determined as of the last business day for which the prices or quotes
discussed in this sentence are available prior to the date such Option is
granted and shall mean (i) the average (on that date) of the high and low
prices of the Stock on the principal national securities exchange on which
the Stock is traded, if the Stock is then traded on a national securities
exchange; or (ii) the last reported sale price (on that date) of the Stock
on the NASDAQ National Market List, if the Stock is not then traded on a
national securities exchange; or (iii) the closing bid price (or average of
bid prices) last quoted (on that date) by an established quotation service
for over-the-counter securities, if the Stock is not reported on the NASDAQ
National Market List. However, if the Stock is not publicly traded at the
time an Option is granted under the Plan, "fair market value" shall be
deemed to be the fair market value of the Stock as determined by the Board,
in its sole discretion, after taking into consideration all factors which
it deems appropriate, including, without limitation, recent sale and offer
prices of the Stock in private transactions negotiated at arm's length, the
ownership percentage which the Optionee shall obtain if the Optionee
exercises his/her option and the economic conditions for the Corporation's
business at the time the Option is granted.
5.6 Non-Transferability of Options. No Option granted under this Plan
shall be transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and such Option may be exercised during the
Optionee's lifetime only by the Optionee.
ARTICLE VI
Exercise of Option
6.1 Exercise. Each Option granted under this Plan shall be
exercisable on such date or dates and during such period and for such
number of shares as shall be determined pursuant to the provisions of the
instrument evidencing such Option. The Board shall have the right to
accelerate the date of exercise of any Option, provided that, the Board
shall not accelerate the exercise date of any Incentive Stock Option
granted if such acceleration would violate the annual Option exercise
limitation contained in Section 422(d) of the Code.
6.2 Notice of Exercise and Surrender of Option. A person electing to
exercise an Option shall give written notice to the Corporation of such
election and of the number of shares he or she has elected to purchase and
shall at the time of exercise tender the full exercise price for the shares
he or she has elected to purchase. Prior to receiving any stock
certificate for Options that have been exercised, the Option holder must
surrender the Option certificate to the Corporation or if such Option
certificate is lost, sign all documents reasonably requested by the
Corporation relating to the lost certificate. The Option holder must also
execute any shareholder agreements then in force or other documents
reasonably requested by the Corporation prior to receipt of the stock
certificates. Until such person has been issued a certificate or
certificates for the shares so purchased and executed and delivered to the
Corporation the documents referred to in the prior sentence, he or she
shall possess no rights of a record holder with respect to any of such
shares.
6.3 Cessation of Employment. No Incentive Stock Option (and, unless
otherwise determined by the Board of Directors, no Non-Qualified Option
granted to a person who is, on the date of the grant, an Employee of the
Corporation or an Affiliated Corporation) shall be affected by any change
of duties or position of the Optionee (including transfer to or from an
Affiliated Corporation), so long as he or she continues to be an Employee.
Employment shall be considered as continuing uninterrupted during any bona
fide leave of absence (such as those attributable to illness, military
obligations or governmental service) provided that the period of such leave
does not exceed ninety (90) days or, if longer, any period during which
such Optionee's right to reemployment is guaranteed by statute. A bona
fide leave of absence with the written approval of the Board shall not be
considered an interruption of employment under the Plan, provided that such
written approval contractually obligates the Corporation or any Affiliated
Corporation to continue the employment of the Optionee after the approved
period of absence.
If the Optionee shall cease to be an Employee for any reason other
than death or disability, then any remaining Options which are vested shall
terminate upon the earlier of (A) the expiration of the original term of
the Options; or (B) the date of termination of the Employee's term of
employment with the Corporation unless the Employee has been in the employ
of the Corporation for at least one (1) year. If (i) the Employee is not
terminated for cause, and (ii) if the Employee has been employed by the
Corporation for a period of one (1) year or more, and (iii) if the reason
for the Employee's termination of employment does not involve the Employee
competing with the Corporation or taking on a position with a competitor of
the Corporation, then such Options shall expire upon the earlier of (A) the
expiration of the original term of the Options; or (B) the expiration of
ninety (90) days from the date in which the Employee's term of employment
with the Corporation is terminated or such shorter period as the Board
shall determine.
6.4 Death and Disability of Optionee. If the Employee's term of
employment with the Corporation terminates due to the disability of the
Employee, then any remaining Options of the Employee which are vested shall
terminate upon the earlier of (A) the expiration of the original term of
the Option; or (B) one (1) year from the date in which the Employee's term
of employment with the Corporation is terminated. For purpose of the Plan,
the term "disability" shall mean "permanent and total disability" as
defined in Section 22(e)(3) of the Code.
Should an Optionee die while in possession of the legal right to
exercise an Option or Options under this Plan, such persons as shall have
acquired, by will or by the laws of descent and distribution, the right to
exercise any Options theretofore granted, may, unless otherwise provided by
the Board in any instrument evidencing any Option, exercise such Options at
any time prior to one hunderd and eighty (180) days (or such shorter period
as the Board shall determine) from the date of death; provided, that such
Option or Options shall expire in all events no later than the last day of
the original term of such Option; provided, further, that any such exercise
shall be limited to the Options which have become vested as of the date
when the Optionee ceased to be an Employee by reason of death, unless the
Board provides in the instrument evidencing such Option that, in the
discretion of the Board, additional shares covered by such Option may
become subject to purchase immediately upon the death of the Optionee.
Notwithstanding anything in this Article to the contrary, in the case of an
Incentive Stock Option, such Option or Options shall expire in all events
no later than ninety (90) days from the date of death.
ARTICLE VII
Terms and Conditions of Options
Options shall be evidenced by instruments (which need not be
identical) in such forms as the Board may from time to time approve. Such
instruments shall conform to the terms and conditions set forth in Articles
V and VI hereof and may contain such other provisions as the Board deems
advisable which are not inconsistent with the Plan, including restrictions
applicable to shares of Stock issuable upon exercise of Options. In
granting any Non-Qualified Option, the Board may specify that such Non
Qualified Option shall be subject to the restrictions set forth herein with
respect to Incentive Stock Options, or to such other termination and
cancellation provisions as the Board may determine. The Board may from
time to time confer authority and responsibility on one or more of its own
members and/or one or more officers of the Corporation to execute and
deliver such instruments. The proper officers of the Corporation are
authorized and directed to take any and all action necessary or advisable
from time to time to carry out the terms of such instruments.
ARTICLE VIII
Benefit Plans
Awards under the Plan are discretionary and are not a part of regular
salary. Awards may not be used in determining the amount of compensation
for any purpose under the benefit plans of the Corporation, or an
Affiliated Corporation, except as the Board may from time to time expressly
provide. Neither the Plan, an Option or any instrument evidencing an
Option confers upon any Employee the right to continued employment with the
Corporation or an Affiliated Corporation.
ARTICLE IX
Amendment, Suspension or Termination of the Plan
The Board may suspend the Plan or any part thereof at any time or may
terminate the Plan in its entirety. Awards shall not be granted after Plan
termination.
The Board may also amend the Plan from time to time, except that
amendments which change the requirements as to eligibility for
participation in the Plan must be approved by a majority in interest of the
stockholders of the Corporation.
Awards granted prior to suspension or termination of the Plan may not
be cancelled solely because of such suspension or termination, except with
the consent of the grantee of the Award.
ARTICLE X
Changes in Capital Structure
The instruments evidencing Options granted hereunder shall be subject
to adjustment, at the sole discretion of the Board, in the event of changes
in the outstanding Stock of the Corporation by reason of: Stock dividends,
Stock splits, recapitalizations, reorganizations, mergers, consolidations,
combinations, exchanges or other relevant changes in capitalization
occurring after the date of an Award to the same extent as would affect an
actual share of Stock issued and outstanding on the effective date of such
change. Such adjustment to outstanding Options shall be made without
change in the total price applicable to the unexercised portion of such
Options, and a corresponding adjustment in the applicable Option price per
share shall be made. In the event of any such change, the aggregate number
and classes of shares for which Options may thereafter be granted under
Section 5.1 of this Plan may be appropriately adjusted as determined by the
Board so as to reflect such change.
Notwithstanding the foregoing, any adjustments made pursuant to this
Article X with respect to Incentive Stock Options shall be made only after
the Board, after consulting with counsel for the Corporation, determines
whether such adjustments would constitute a "modification" of such
Incentive Stock Options (as that term is defined in Section 425 of the
Code) or would cause any adverse tax consequences for the holders of such
Incentive Stock Options. If the Board determines that such adjustments
made with respect to Incentive Stock Options would constitute a
modification of such Incentive Stock Options, it may refrain from making
such adjustments.
In the event of the proposed dissolution or liquidation of the
Corporation, each Option will terminate immediately prior to the
consummation of such proposed action or at such other time and subject to
such other conditions as shall be determined by the Board.
Except as expressly provided herein, no issuance by the Corporation of
shares of stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares subject to any
outstanding Options. No adjustments shall be made for dividends paid in
cash or in property other than securities of the Corporation.
No fractional shares shall be issued under the Plan and the Optionee
shall receive from the Corporation cash in lieu of such fractional shares.
ARTICLE XI
Effective Date and Term of the Plan
The Plan shall become effective on June 18, 1996. The Plan shall
continue until such time as it may be terminated by action of the Board;
provided, however, that no Options may be granted under this Plan on or
after the tenth anniversary of the effective date hereof.
ARTICLE XII
Conversion of ISOs into Non-Qualified
Options; Termination of ISOs
The Board, at the written request of any Optionee, may in its
discretion take such actions as may be necessary to convert such Optionee's
Incentive Stock Options, that have not been exercised on the date of
conversion, into Non-Qualified Options at any time prior to the expiration
of such Incentive Stock Options, regardless of whether the Optionee is an
Employee of the Corporation or an Affiliated Corporation at the time of
such conversion. Such actions may include, but not be limited to,
extending the exercise period or reducing the exercise price of such
Options. At the time of such conversion, the Board (with the consent of
the Optionee) may impose such conditions on the exercise of the resulting
Non-Qualified Options as the Board in its discretion may determine,
provided that such conditions shall not be inconsistent with the Plan.
Nothing in the Plan shall be deemed to give any Optionee the right to have
such Optionee's Incentive Stock Options converted into Non-Qualified
Options, and no such conversion shall occur until and unless the Board
takes appropriate action. The Board, with the consent of the Optionee, may
also terminate any portion of any Incentive Stock Option that has not been
exercised at the time of such termination.
ARTICLE XIII
Application of Funds
The proceeds received by the Corporation from the sale of shares
pursuant to Options granted under the Plan shall be used for general
corporate purposes.
ARTICLE XIV
Governmental Regulation
The Corporation's obligation to sell and deliver shares of Stock under
this Plan is subject to the approval of any govern mental authority
required in connection with the authorization, issuance or sale of such
shares.
ARTICLE XV
Withholding of Additional Income Taxes
Upon the exercise of a Non-Qualified Option or the making of a
Disqualifying Disposition (as defined in Article XVI) the Corporation, in
accordance with Section 3402(a) of the Code, may require the Optionee to
pay additional withholding taxes in respect of the amount that is
considered compensation includable in such person's gross income. The
Board in its discretion may condition the exercise of an Option on the
payment of such additional withholding taxes.
ARTICLE XVI
Notice to the Corporation of Disqualifying Disposition
Each Employee who receives an Incentive Stock Option must agree to
notify the Corporation in writing immediately after the Employee makes a
disqualifying disposition (as defined herein) of any Stock acquired
pursuant to the exercise of an Incentive Stock Option. A Disqualifying
Disposition is any disposition (including any sale) of such Stock before
the later of (a) two years after the date the Employee was granted the
Incentive Stock Option or (b) one year after the date the Employee acquired
Stock by exercising the Incentive Stock Option. If the Employee has died
before such stock is sold, these holding period requirements do not apply
and no Disqualifying Disposition can occur thereafter.
ARTICLE XVII
Governing Law; Construction
The validity and construction of the Plan and the instruments
evidencing Options shall be governed by the laws of the Commonwealth of
Massachusetts and all disputes related thereto shall be adjudicated in the
state or federal courts located in Boston, Massachusetts. In construing
this Plan, the singular shall include the plural and the masculine gender
shall include the feminine and neuter, unless the context otherwise
requires.
EXHIBIT 4.4
LSI LOGIC CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
AMENDED
The following constitute the provisions of the Employee Stock Purchase
Plan (herein called the "Plan") of LSI Logic Corporation (herein called the
"Company".)
1. PURPOSE
The purpose of the Plan is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common Stock of the
Company through accumulated payroll deductions. It is the intention of the
Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986. The provisions of the
Plan shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of that section
of the Code.
2. DEFINITIONS
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Common Stock" shall mean the Common Stock, $.01 par value, of the
Company.
(d) "Company" shall mean LSI Logic Corporation, a Delaware
corporation.
(e) "Compensation" shall mean all regular straight time earnings,
exclusive of payments for overtime, shift premium, incentive compensation,
incentive payments, bonuses, commissions or other compensation.
(f) "Continuous Status as an Employee" shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status
as an Employee shall not be considered interrupted in the case of a leave
of absence agreed to in writing by the Company, provided that such leave is
for a period of not more than 90 days or reemployment upon the expiration
of such leave is guaranteed by contract or statute.
(g) "Designated Subsidiaries" shall mean the Subsidiaries which have
been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.
(h) "Employee" shall mean any person, including an officer, who is
customarily employed for at least twenty (20) hours per week and more than
five (5) months in a calendar year by the Company or one of its Designated
Subsidiaries and shall not include any independent contractors providing
services to the Company or its Subsidiaries, regardless of the length of
such service.
(i) "Enrollment Date" shall mean the first day of each Offering
Period.
(j) "Exercise Date" shall mean each March 31 and September 30 of each
Offering Period of the Plan.
(k) "Exercise Period" shall mean a period commencing on April 1 and
terminating on the following September 30 or commencing on October 1 and
terminating on the following March 31.
(l) "Offering Period" shall mean a period of twenty-four (24) months
commencing on April 1 and October 1 of each year during which an option
granted pursuant to the Plan may be exercised.
(m) "Plan" shall mean this Employee Stock Purchase Plan.
(n) "Subsidiary" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.
3. ELIGIBILITY
(a) Any Employee, as defined in paragraph 2, who shall be employed by
the Company on a given Enrollment Date shall be eligible to participate in
the Plan, subject to limitations imposed by Section 423(b) of the Code.
(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) if, immediately
after the grant, such Employee (or any other person whose stock would be
attributed to such Employee pursuant to Section 425(d) of the Code) would
own stock and/or hold outstanding options to purchase stock possessing five
percent (5%) or more of the total combined voting power or value of all
classes of stock of the Company or of any subsidiary of the Company, or
(ii) which permits such Employee's rights to purchase stock under all
employee stock purchase plans of the Company and its Subsidiaries to accrue
at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) of fair
market value of such stock (determined at the time such option is granted)
for each calendar year in which such option is outstanding at any time.
4. OFFERING PERIODS
The Plan shall be implemented by consecutive Offering Periods with a new
Offering Period commencing on April 1 and October 1 of each year,
commencing April 1, 1988, or as otherwise determined by the Board of
Directors, and continuing thereafter until terminated in accordance with
paragraph 19 hereof. The Board of Directors of the Company shall have the
power to change the duration of Offering Periods with respect to future
offerings without shareholder approval if such change is announced at least
fifteen (15) days prior to the scheduled beginning of the first Offering
Period to be affected.
5. PARTICIPATION
(a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions on the
form provided by the Company and filing it with the Company's payroll
office prior to the applicable Enrollment Date, unless a later time for
filing the subscription agreement is set by the Board for all eligible
Employees with respect to a given Offering Period. An eligible Employee
may participate in an Offering Period only if, as of the Enrollment Date of
such Offering Period, such Employee is not participating in any prior
Offering Period which is continuing at the time of such proposed
enrollment.
(b) Payroll deductions for a participant shall commence on the first
payroll date following the Enrollment Date and shall end on the last
payroll date in the Offering Period to which such authorization is
applicable, unless sooner terminated by the participant as provided in
paragraph 10.
6. PAYROLL DEDUCTIONS
(a) At the time a participant files his subscription agreement, he
shall elect to have payroll deductions made on each payday during the
Offering Period in an amount not exceeding ten percent (10%) of the
Compensation, expressed as a whole number, which he receives on each payday
during the Offering Period, and the aggregate of such payroll deductions
during the Offering Period shall not exceed ten percent (10%) of his
aggregate Compensation during said Offering Period.
(b) All payroll deductions made by a participant shall be credited to
his account under the Plan. A participant may not make any additional
payments into such account.
(c) A participant may discontinue his participation in the Plan as
provided in paragraph 10, may lower the rate of his payroll deductions (but
not below 1%) effective immediately or may increase (but not above 10%) the
rate of his payroll deductions effective as of the first date of the next
Exercise Period within such Offering Period by completing or filing with
the Company a new authorization for payroll deductions.
(d) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and paragraph 3(b) herein, a
participant's payroll deductions may be decreased to 0% at such time during
any Exercise Period which is scheduled to end during the current calendar
year that the aggregate of all payroll deductions accumulated with respect
to such Exercise Period and any other Exercise Period ending within the
same calendar year equal $21,250. Payroll deductions shall recommence at
the rate provided in such participant's subscription agreement at the
beginning of the first Exercise Period which is scheduled to end in the
following calendar year, unless terminated by the participant as provided
in paragraph 10.
7. GRANT OF OPTION
(a) On the Enrollment Date of each Offering Period, each eligible
Employee participating in such Offering Period shall be granted an option
to purchase on each Exercise Date during such Offering Period (at the per
share option price) up to a number of shares of the Company's Common Stock
determined by dividing such Employee's payroll deductions accumulated
during such Exercise Period by eighty-five percent (85%) of the fair market
value of a share of the Company's Common Stock on the Enrollment Date or on
the Exercise Date, whichever is lower, provided that the number of shares
subject to the option shall not exceed 200% of the number of shares
determined by dividing 10% of the Employee's Compensation over the Offering
Period (determined as of the Enrollment Date) by 85% of the fair market
value of a share of the Company's Common Stock on the Enrollment Date,
subject to the limitations set forth in Section 3(b) and 12 hereof. Fair
market value of a share of the Company's Common Stock shall be determined
as provided in Section 7(b) herein.
(b) The option price per share of the shares offered in a given
Offering Period shall be the lower of: (i) 85% of the fair market value of
a share of the Common Stock of the Company on the Enrollment Date; or (ii)
85% of the fair market value of a share of the Common Stock of the Company
on the applicable Exercise Date. The fair market value of the Company's
Common Stock on a given date shall be determined by the Board in its
discretion; provided, however, that where there is a public market for the
Common Stock, the fair market value per share shall be the closing price of
the Common Stock for such date, as reported by the National Association of
Securities Dealers Automated Quotation (NASDAQ) National Market System (or,
if not so reported, as otherwise reported by the NASDAQ National Market
System), or, in the event the Common Stock is listed on a stock exchange,
the fair market value per share shall be the closing price on such exchange
on such date, as reported in the Wall Street Journal. In the event that a
closing price is not available for an Enrollment Date or an Exercise Date,
the fair market value of a share of the Common Stock of the Company on such
date shall be the fair market value of a share of the Common Stock of the
Company on the last business day prior to such date.
8. EXERCISE OF OPTION
Unless a participant withdraws from the Plan as provided in paragraph 10,
his option for the purchase of shares will be exercised automatically on
each Exercise Date of the Offering Period, and the maximum number of full
shares subject to option will be purchased for him at the applicable option
price with the accumulated payroll deductions in his account. During his
lifetime, a participant's option to purchase shares hereunder is
exercisable only by him. Any amount remaining in the participant's account
after an Exercise Date shall be held in the account until the next Exercise
Date in such Offering Period, unless the Offering Period has been over
subscribed or has terminated with such Exercise Date, in which event such
amount shall be refunded to the participant.
9. DELIVERY
As promptly as practicable after each Exercise Date, the Company shall
arrange the delivery to each participant, as appropriate, of a certificate
representing the shares purchased upon exercise of his option.
10. WITHDRAWAL; TERMINATION OF EMPLOYMENT
(a) A participant may withdraw all but not less than all of the
payroll deductions credited to his account under the Plan at any time by
giving written notice to the Company. All of the participant's payroll
deductions credited to his account will be paid to him promptly after
receipt of his notice of withdrawal and his participation in the Plan will
be automatically terminated, and no further payroll deductions for the
purchase of shares will be made. Payroll deductions will not resume on
behalf of a participant who has withdrawn from the Plan unless written
notice is delivered to the Company within the open enrollment period
preceding the commencement of an Exercise Period directing the Company to
resume payroll deductions.
(b) Upon termination of the participant's Continuous Status as an
Employee prior to the Exercise Date of an Offering Period for any reason,
including retirement, the payroll deductions credited to the participant's
account will be returned to the participant and such participant's option
will be automatically terminated. In the case of death of the participant,
the payroll deductions credited to the participant's account will be paid
to the person or persons entitled thereto under paragraph 14, and such
participant's option will be automatically terminated, except that the
beneficiary may elect to have funds remain in the participant's account
until next the Exercise Date in which case the shares purchased with the
funds in the participant's account at the time of death in accordance with
paragraph 8 will be forwarded to the beneficiary.
(c) In the event an Employee fails to maintain Continuous Status as an
Employee for at least twenty (20) hours per week during an Offering Period
in which the Employee is a participant, he will be deemed to have elected
to withdraw from the Plan and the payroll deductions credited to his
account will be returned to him and his option terminated.
(d) A participant's withdrawal from an Offering Period will not have
any effect upon his eligibility to participate in a succeeding Offering
Period or in any similar plan which may hereafter be adopted by the
Company.
11. INTEREST
No interest shall accrue on the payroll deductions of a participant in the
Plan.
12. STOCK
(a) The maximum number of shares of the Company's Common Stock which
shall be made available for sale under the Plan shall be 15,950,000 shares
(after adjustment for stock splits (in the form of a stock dividend
effected by the Company in April 1983, February 1986 and May 1995) as
provided in paragraph 18). The maximum number of shares of the Company's
Common Stock which shall be available for sale under the Plan shall be
increased on the first day of each fiscal year beginning in fiscal year
1998 by an amount equal to (x) 1.15% of the shares of the Company's Common
Stock issued and outstanding on the last day of the immediately preceding
fiscal year less (y) the number of shares available for future option
grants under the Plan on the last day of the immediately preceding fiscal
year. If on a given Exercise Date the number of shares with respect to
which options are to be exercised exceeds the number of shares then
available, the Company shall make a pro rata allocation of the shares
remaining available for option grant in as uniform a manner as shall be
practicable and as it shall determine to be equitable. In such event, the
Company shall give written notice of such reduction of the number of shares
subject to the option to each Employee affected thereby and shall similarly
reduce the rate of payroll deductions, if necessary.
(b) The participant will have no interest or voting right in share
covered by his option until such option has been exercised.
(c) Shares to be delivered to a participant under the Plan will be
registered in the name of the participant or in the name of the participant
and his or her spouse.
13. ADMINISTRATION
The Plan shall be administered by the Board of Directors of the Company or
a committee appointed by the Board. The administration, interpretation or
application of the Plan by the Board or its committee shall be final,
conclusive and binding upon all participants. Members of the Board who are
eligible Employees are permitted to participate in the Plan, provided that:
(a) Members of the Board who are eligible to participate in the Plan
may not vote on any matter affecting the administration of the Plan or the
grant of any option pursuant to the Plan.
(b) If a committee is established to administer the Plan, no member of
the Board who is eligible to participate in the Plan may be a member of the
committee.
14. DESIGNATION OF BENEFICIARY
(a) A participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the participant's account
under the Plan in the event of such participant's death subsequent to the
end of the Offering Period but prior to delivery to him of such shares and
cash. In addition, a participant may file a written designation of a
beneficiary who is to receive any cash from the participant's account under
the Plan in the event of such participant's death prior to the exercise of
the option.
(b) Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant
and in the absence of a beneficiary validly designated under the Plan who
is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the
estate of the participant, or if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its
discretion, may deliver such shares and/or cash to the spouse or to any one
or more dependents or relatives of the participant, or if no spouse,
dependent or relative is known to the Company, then to such other person as
the Company may designate.
15. TRANSFERABILITY
Neither payroll deductions credited to a participant's account nor any
rights with regard to the exercise of an option or to receive shares under
the Plan may be assigned, transferred, pledged or otherwise disposed of in
any way (other than by will, the laws of descent and distribution or as
provided in paragraph 14 hereof) by the participant. Any such attempt at
assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds
in accordance with paragraph 10.
16. USE OF FUNDS
All payroll deductions received or held by the Company under the Plan may
be used by the Company for any corporate purpose, and the Company shall not
be obligated to segregate such payroll deductions.
17. REPORTS
Individual accounts will be maintained for each participant in the Plan.
Statements of account will be given to participating Employees semiannually
promptly following each Exercise Date, which statements will set forth the
amounts of payroll deductions, the per share purchase price, the number of
shares purchased and the remaining cash balance, if any.
18. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
Subject to any required action by the shareholders of the Company, the
number of shares of Common Stock covered by each option under the Plan
which has not yet been exercised and the number of shares of Common Stock
which have been authorized for issuance under the Plan but have not yet
been placed under option (collectively, the "Reserves"), as well as the
price per share of Common Stock covered by each option under the Plan which
has not yet been exercised, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock
resulting from a stock split or the payment of a stock dividend (but only
on the Common Stock) or any other increase or decrease in the number of
shares of Common Stock effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities
of the Company shall not be deemed to have been "effected without receipt
of consideration". Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issue by the Company of shares of
stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an
option.
In the event of the proposed dissolution or liquidation of the Company, the
Offering Period will terminate immediately prior to the consummation of
such proposed action, unless otherwise provided by the Board. In the event
of a proposed sale of all or substantially all of the assets of the
Company, or the merger of the Company with or into another corporation,
each option under the Plan shall be assumed or an equivalent option shall
be substituted by such successor corporation or a parent or subsidiary of
such successor corporation, unless the Board determines, in the exercise of
its sole discretion and in lieu of such assumption or substitution, that
the participant shall have the right to exercise the option as to all of
the optioned stock, including shares as to which the option would not
otherwise be exercisable. If the Board makes an option fully exercisable
in lieu of assumption or substitution in the event of a merger or sale of
assets, the Board shall notify the participant that the option shall be
fully exercisable for a period of thirty (30) days from the date of such
notice, and the option will terminate upon the expiration of such period.
The Board may, if it so determines in the exercise of its sole discretion,
also make provision for adjusting the Reserves, as well as the price per
share of Common Stock covered by each outstanding option, in the event that
the Company effects one or more reorganizations, recapitalizations, rights
offerings or other increases or reductions of shares of its outstanding
Common Stock, and in the event of the Company being consolidated with or
merged into any other corporation.
19. AMENDMENT OR TERMINATION
The Board of Directors of the Company may at any time terminate or amend
the Plan. No such termination can affect options previously granted, nor
may an amendment make any change in any option theretofore granted which
adversely affects the rights of any participant, nor may an amendment be
made without prior approval of the shareholders of the Company if such
amendment would:
(a) Increase the number of shares that may be issued under the Plan;
(b) Permit payroll deductions at a rate in excess of ten percent (10%)
of the participants' Compensation;
(c) Modify the requirements concerning which employees (or class of
employees) are eligible for participation in the Plan; or
(d) Materially increase the benefits which may accrue to participants
under the Plan.
20. NOTICES
All notices or other communications by a participant to the Company under
or in connection with the Plan shall be deemed to have been duly given when
received in the form specified by the Company at the location, or by the
person, designated by the Company for the receipt thereof.
21. SHAREHOLDER APPROVAL
Continuance of the Plan shall be subject to approval by the shareholders of
the Company within twelve months before or after the date the Plan is
adopted. If such shareholder approval is obtained at a duly held
shareholders' meeting, it may be obtained by the affirmative vote of the
holders of a majority of the outstanding shares of the Company present or
represented and entitled to vote thereon, which approval shall be:
(a) (i) solicited substantially in accordance with
Section 14(a) of the Securities Exchange Act of 1934, as amended (the
"Act") and the rules and regulations promulgated thereunder, or
(ii) solicited after the Company has furnished in writing to the
holders entitled to vote substantially the same information concerning the
Plan as that which would be required by the rules and regulations in effect
under Section 14(a) of the Act at the time such information is furnished;
and
(b) obtained at or prior to the first annual meeting of shareholders
held subsequent to the first registration of Common Stock under Section 12
of the Act.
In the case of approval by written consent, it must be obtained by the
unanimous written consent of all shareholders of the Company.
22. CONDITIONS UPON ISSUANCE OF SHARES
Shares shall not be issued with respect to an option unless the exercise of
such option and the issuance and delivery of such shares pursuant thereto
shall comply with all applicable provisions of law, domestic or foreign,
including, without limitation, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon
which the shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance. As a
condition to the exercise of an option, the Company may require the person
exercising such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by
any of the aforementioned applicable provisions of law.
23. EMPLOYMENT RELATIONSHIP
Nothing in the Plan shall be construed as a creating a contract for
employment for any period or shall interfere with or limit in any way the
right of the Company or of any Subsidiary to terminate any participant's
employment relationship at any time, with or without cause, nor confer upon
any participant any right to continue in the employ of the Company or any
Subsidiary.
EXHIBIT 4.5
LSI LOGIC CORPORATION
1991 EQUITY INCENTIVE PLAN
AMENDED AND RESTATED
1. Purpose of the Plan. The purpose of the LSI Logic
Corporation 1991 Equity Incentive Plan (the "Plan") is to
enable LSI Logic Corporation (the "Company") to provide an
incentive to eligible employees, including officers, and
consultants whose present and potential contributions are
important to the continued success of the Company, to afford
them an opportunity to acquire a proprietary interest in the
Company, and to enable the Company to enlist and retain in its
employ the best available talent for the successful conduct of
its business. It is intended that this purpose will be
effected through the granting of stock options.
2. Definitions. As used herein, the following
definitions shall apply:
(a) "Award" means any Option granted.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as
amended.
(d) "Committee" means the Committee or Committees
referred to in Section 5 of the Plan. If at any time no
Committee shall be in office, then the functions of the
Committee specified in the Plan shall be exercised by the
Board.
(e) "Common Stock" means the Common Stock, $0.01 par
value (as adjusted from time to time), of the Company.
(f) "Company" means LSI Logic Corporation, a corporation
organized under the laws of the state of Delaware, or any
successor corporation.
(g) "Consultant" means any person, including an advisor,
who is engaged by the Company or any Parent or Subsidiary to
render services for its benefit and is compensated for such
services, provided the term Consultant shall not include
directors who are not compensated for their services or are
paid only a director's fee by the Company.
(h) "Director" means a member of the Board.
(i) "Disability" means a disability, whether temporary or
permanent, partial or total, as defined in Section 22(e)(3) of
the Code.
(j) "Employee" means any person, including officers and
directors, employed by the Company or any Subsidiary, provided
the term Employee shall not include non-employee directors and
the payment of directors' fees by the Company shall not be
sufficient to constitute "employment" by the Company.
(k) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(l) "Fair Market Value" means, as of any date, the value
of Common Stock determined as follows:
(i) if such Common Stock shall then be listed on a
national securities exchange, the closing sales price (or the
closing bid, if no sales were reported) as quoted on the
principal national securities exchange on which the Common
Stock is listed or admitted to trading, or
(ii) the closing sales price (or the closing bid, if
no sales were reported) as quoted on the NASDAQ National
Market System, or
(iii) if such Common Stock shall not be quoted on
such National Market System nor listed or admitted to trading
on a national securities exchange, then the average of the
closing bid and asked prices, as reported by The Wall Street
Journal for the over-thecounter market, or
(iv) if none of the foregoing is applicable, then
the Fair Market Value of a share of Common Stock shall be
determined by the Board of Directors of the Company in its
discretion.
(m) "Incentive Stock Option" means an Option intended to
be and designated as an "Incentive Stock Option" within the
meaning of Section 422 of the Code.
(n) "Nonstatutory Stock Option" means any Option that is
not an Incentive Stock Option.
(o) "Option" means any option to purchase shares of
Common Stock granted pursuant to Section 7 below.
(p) "Optionee" means any holder of an Option.
(q) "Outside Director" means a Director who is not an
Employee of the Company.
(r) "Plan" means this 1991 Equity Incentive Plan, as
hereinafter amended from time to time.
(s) "Senior Management Employees" means Employees who are
executive officers or vice presidents of the Company.
(t) "Subsidiary" means a corporation, domestic or
foreign, of which not less than 50% of the voting shares are
held by the Company or by a Subsidiary, whether or not such
corporation now exists or is hereafter organized or acquired
by the Company or by a Subsidiary.
In addition, the terms "Tax Date" and "Insiders" shall
have meanings set forth in Section 8.
3. Eligible Participants. Any Employee or Consultant
of the Company or of a Subsidiary whom the Committee deems to
have the potential to contribute to the future success of the
Company shall be eligible to receive Awards under the Plan;
provided, however, that any Options intended to qualify as
Incentive Stock Options shall be granted only to Employees of
the Company or its Subsidiaries.
4. Stock Subject to the Plan. Subject to Sections 9
and 10, the total number of shares of Common Stock reserved
and available for distribution pursuant to the Plan shall be
18,000,000 shares. Subject to Sections 9 and 10 below, if any
shares of Common Stock that have been optioned under an Option
cease to be subject to such Option Award granted hereunder are
forfeited or repurchased or any such award otherwise
terminates without a payment being made to the participant in
the form of Common Stock, such shares shall again be available
for distribution in connection with future Awards under the
Plan.
5. Administration.
(a) Procedure. The Plan shall be administered by the
Board or a Committee designated by the Board to administer the
Plan, which Committee shall be constituted to permit the Plan
to comply with Rule 16b-3 promulgated under the Exchange Act,
or any successor rule thereto ("Rule 16b-3"). If permitted by
Rule 16b3, the Plan may be administered by different bodies
with respect to Employees who are Directors, Senior Management
Employees, or Employees who are neither directors nor officers
and Consultants.
Once appointed, a Committee shall continue to serve until
otherwise directed by the Board. From time to time the Board
may change the size of a Committee, appoint additional members
thereof, remove members (with or without cause), appoint new
members in substitution therefor, fill vacancies, however
caused and remove all members of a Committee and thereafter
directly administer the Plan, all to the extent permitted by
Rule 16b-3. As used herein, except in Sections 10, 12 and 17,
reference to Committee shall mean such Committee or the Board,
whichever is then acting with respect to the Plan.
(b) Authority. Subject to the general purposes, terms,
and conditions of the Plan, and to the direction of the Board,
the Committee, if there be one, shall have full power to
implement and carry out the Plan including, but not limited
to, the following:
(i) to select the Employees and Consultants of the
Company and/or its Subsidiaries to whom Options may from time
to time be granted hereunder;
(ii) to determine whether and to what extent Options
are to be granted hereunder;
(iii) to determine the number of shares of Common
Stock to be covered by each such Award granted hereunder;
(iv) to approve forms of agreement for use under the
Plan;
(v) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any Award granted
hereunder (including, but not limited to, the share price and
any restriction or limitation, or any vesting acceleration or
waiver of forfeiture restrictions regarding any Option and/or
the shares of Common Stock relating thereto, based in each
case on such factors as the Committee shall determine, in its
sole discretion);
(vi) to determine whether and under what
circumstances an Option may be settled in cash instead of
Common Stock;
(vii) to determine the form of payment that will be
acceptable consideration for exercise of an Option granted
under the Plan;
(viii) to determine whether, to what extent and
under what circumstances Common Stock and other amounts
payable with respect to an Award under this Plan shall be
deferred either automatically or at the election of the
participant (including providing for and determining the
amount (if any) of any deemed earnings on any deferred amount
during any deferral period);
(ix) to reduce the exercise price of any Option if
the total number of such reduced exercise price Options
(including those described in the proviso to the first
sentence of Section 7(a)) shall not exceed ten percent of the
total number of shares authorized under the Plan and that any
such reduction in exercise price shall be authorized by a
committee of the Board of Directors comprised solely of
independent non-employee directors. No reduction in exercise
price shall be extended to eligible participants who are
Senior Management Employees;
For grants of Incentive Stock Options only, any other
material amendments to the Plan shall require shareholder
approval. The Committee shall have the authority to construe
and interpret the Plan, to prescribe, amend and rescind rules
and regulations relating to the Plan, and to make all other
determinations necessary or advisable for the administration
of the Plan.
6. Duration of the Plan. The Plan shall remain in
effect until terminated by the Board under the terms of the
Plan, provided that in no event may Incentive Stock Options be
granted under the Plan later than March 8, 2001, 10 years from
the date the Plan was adopted by the Board.
7. Stock Options. The Committee, in its discretion,
may grant Options to eligible participants and shall determine
whether such Options shall be Incentive Stock Options or
Nonstatutory Stock Options. Each Option shall be evidenced by
a written Option agreement which shall expressly identify the
Option as an Incentive Stock Option or as a Nonstatutory Stock
Option, and shall be in such form and contain such provisions
as the Committee shall from time to time deem appropriate.
Without limiting the foregoing, a Committee of the Board of
Directors comprised solely of independent non-employee
directors may, at any time, or from time to time, authorize
the Company, with the consent of the respective recipients, to
issue new Options including Options in exchange for the
surrender and cancellation of any or all outstanding Options.
No Option exchange shall be extended to eligible participants
who are Senior Management Employees. Option agreements shall
contain the following terms and conditions:
(a) Option Price; Number of Shares. The Option price,
which shall be approved by the Committee, may not be less than
the Fair Market Value of the Common Stock at the time the
Option is granted.
The Option agreement shall specify the number of
shares of Common Stock to which it pertains.
(b) Waiting Period until Option Vesting and Exercise
Dates. At the time an Option is granted, the Committee will
determine the terms and conditions to be satisfied before
shares may be purchased, including the dates on which the
right to purchase shares subject to the Option will vest and
such shares may first be purchased. The Committee may specify
that an Option may not be exercised until the completion of
the waiting period specified at the time of grant. (Any such
period is referred to herein as the "Initial Vesting Period.")
At the time an Option is granted, the Committee shall fix the
period within which such Option may be exercised, which shall
not be less than the Initial Vesting Period, if any, nor, in
the case of an Incentive Stock Option, more than 10 years from
the date of grant.
(c) Form of Payment. The consideration to be paid for
the shares of Common Stock to be issued upon exercise of an
Option, including the method of payment, shall be determined
by the Committee (and, in the case of an Incentive Stock
Option, shall be determined at the time of grant) and may
consist entirely of (i) cash, (ii) check, (iii) promissory
note, (iv) other shares of Common Stock which (x) either have
been owned by the Optionee for more than six months on the
date of surrender or were not acquired, directly or
indirectly, from the Company, and (y) have a Fair Market Value
on the date of surrender equal to the aggregate exercise price
of the shares as to which said Option shall be exercised, (v)
delivery of a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to
the Company the amount of sale or loan proceeds required to
pay the exercise price, (vi) delivery of an irrevocable
subscription agreement for the shares which obligates the
option holder to take and pay for the shares not more than 12
months after the date of delivery of the subscription
agreement, (vii) any combination of the foregoing methods of
payment, or (viii) such other consideration and method of
payment for the issuance of shares to the extent permitted
under the Delaware General Corporation Law.
(d) Effect of Termination of Employment or Death or
Disability of Employee Participants.
(i) Termination of Employment in General. In the
event that an Optionee during his or her lifetime ceases to be
an Employee of the Company or of any Subsidiary for any
reason, other than misconduct of the Optionee, including
retirement, any Option, including any unexercised portion
thereof, which was otherwise exercisable on the date of
termination of employment, shall expire in accordance with the
following provisions:
(A) Non-statutory Options shall expire unless
exercised within such time period as is determined by the
Committee; which shall be ninety (90) days from the date the
Optionee ceases to be an Employee unless the Committee has
specified another time period prior to the expiration of such
ninety (90) day period; and
(B) Incentive Stock Options shall expire unless
exercised within a period of ninety (90) days from the date on
which the Optionee ceased to be an Employee (or such lesser
period as is set out in Option agreement),
Notwithstanding the foregoing, the period of
exercisability provided for above, as applicable shall in no
event continue after the expiration of the term of such Option
as set forth in the Option agreement.
(ii) Misconduct: If in any case the Committee shall
determine that an Employee or Consultant shall have been
discharged due to the Employee's or Consultant's misconduct
(as defined below) such Employee or Consultant, as the case
may be, shall not thereafter have any rights under the Plan or
any Option that shall have been granted to him or her under
the Plan. For purposes of the Plan, "misconduct" means
conduct for which the Company determines to terminate the
employment of an Employee or to terminate any Consultant
arrangements with the Company that constitutes (i) willful
breach or neglect of duty; (ii) failure or refusal to work or
to comply with the Company's rules, policies, and practices;
(iii) dishonesty; (iv) insubordination; (v) being under the
influence of drugs (except to the extent medically prescribed)
or alcohol while on duty or on Company premises; (vi) conduct
endangering, or likely to endanger, the health or safety of
another Employee, any other person or the property of the
Company; or (vii) conviction of a felony.
(iii) Termination of Employment due to Disability or
Death. In the event of the death or permanent, total
Disability of an Optionee during the period of employment,
that portion of the Option which had become exercisable as of
the date of death or permanent, total Disability shall be
exercisable by the employee or his or her personal
representatives, heirs, or legatees within 12 months of the
date of death or permanent, total Disability or such time
period as is determined by the Committee (but in the case of
an Incentive Stock Option, in no event no more than 12 months
after the date of death or permanent, total Disability or
after the expiration of the term of such Option as set forth
in the Option agreement.) In the event of the death of an
Optionee within three months after termination of employment,
that portion of the Option which had become exercisable as of
the date of termination shall be exercisable by his or her
personal representatives, heirs, or legatees within six months
of the date of death or such time period as is determined by
the Committee (but in the case of an Incentive Stock Option,
in no event after the expiration of the term of such Option as
set forth in the Option agreement.) In the event that an
Optionee ceases to be an Employee of the Company or of any
Subsidiary for any reason, including death, Disability or
retirement, prior to the lapse of the Initial Vesting Period,
if any, his or her Option shall terminate and be null and void
to the extent the requirement for such Initial Vesting Period
has not been satisfied.
(e) Leave of Absence. The employment relationship shall
not be considered interrupted in the case of: (i) sick leave,
military leave or any other leave of absence approved by the
Board; provided that any such leave is for a period of not
more than 90 days, unless reemployment upon the expiration of
such leave is guaranteed by contract, statute or pursuant to
formal policy adopted from time to time by the Company and
issued and promulgated to Employees in writing, or (ii) in the
case of transfer between locations of the Company or between
the Company, its Subsidiaries or its successor. In the case
of any Employee on an approved leave of absence, the Committee
may make such provisions respecting suspension of vesting of
the Option while on leave from the employ of the Company or a
Subsidiary as it may deem appropriate, if any, except that in
no event shall an Option be exercised after the expiration of
the term set forth in the Option agreement.
(f) Acceleration of Vesting or Initial Vesting Period.
The Committee may accelerate the earliest date on which
outstanding Options (or any installments thereof) are
exercisable.
(g) Special Incentive Stock Option Provisions. In
addition to the foregoing, Options granted to Employees under
the Plan which are intended to be Incentive Stock Options
under Section 422 of the Code shall be subject to the
following terms and conditions:
(i) Dollar Limitation. To the extent that the
aggregate Fair Market Value of the shares of Common Stock with
respect to which Options designated as Incentive Stock Options
become exercisable for the first time by any individual during
any calendar year (under all plans of the Company) exceeds
$100,000, such Options shall be treated as Nonstatutory Stock
Options. For purposes of the preceding sentence, (i) Options
shall be taken into account in the order in which they were
granted and (ii) the Fair Market Value of the shares shall be
determined as of the time the Option with respect to such
shares was granted.
(ii) 10% Stockholder. If any person to whom an
Incentive Stock Option is to be granted pursuant to the
provisions of the Plan is, on the date of grant, the owner of
Common Stock (as determined under Section 425(d) of the Code)
possessing more than 10% of the total combined voting power of
all classes of stock of the Company or of any Subsidiary, then
the following special provisions shall be applicable to the
Option granted to such individual:
(A) The Option price per share of the Common
Stock subject to such Incentive Stock Option shall not be less
than 110% of the Fair Market Value of the Common Stock on the
date of grant; and
(B) The Option shall not have a term in excess
of five years from the date of grant.
Except as modified by the preceding provisions of this
Subsection 7(g) and except as otherwise required by Section
422 of the Code, all of the provisions of the Plan shall be
applicable to the Incentive Stock Options granted hereunder.
(h) Other Provisions. Each Option granted under the Plan
may contain such other terms, provisions, and conditions not
inconsistent with the Plan as may be determined by the
Committee.
(i) Options to Consultants. Except as set forth in
Section 7(d)(ii), Options granted to Consultants shall not be
subject to Section 7(d) of the Plan, but shall have such terms
and conditions pertaining to the Initial Vesting Period (if
any), exercise date, and effect of termination of the
consulting relationship as the Committee shall determine in
each case. Unless otherwise stated, termination of the
consulting relationship shall be deemed to have occurred at
the completion of the consulting project for which Consultant
was engaged at the time of the grant or termination of the
Consulting Agreement, if earlier.
(j) Buyout Provisions. The Committee may at any time
offer to buy out for a payment in cash or Common Stock, an
Option previously granted, based on such terms and conditions
as the Committee shall establish and communicate to the
Optionee at the time that such offer is made.
(k) Rule 16b-3. Options granted to persons subject to
Section 16(b) of the Exchange Act must comply with Rule 16b-3
and shall be deemed to contain such additional conditions or
restrictions as may be required thereunder to qualify for the
maximum exemption from Section 16 of the Exchange Act with
respect to Plan transactions.
(l) Limits. The following limitations shall apply to
grants of Options to employees:
(i) No employee shall be granted, in any fiscal year
of the Company, Options to purchase more than 750,000 Shares.
(ii) The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's
capitalization or organization as described in Sections 9 and
10.
(iii) If an Option grant made under the Plan is
canceled in the same fiscal year of the Company in which it
was granted (other than in connection with a transaction
described in Section 9 or Section 10), the canceled Option
grant will be counted against the limit set forth in Section
7(l)(i), above. For this purpose, if the exercise price of an
Option grant is reduced, the transaction will be treated as a
cancellation of the Option grant and the grant of a new
Option.
8. Withholding Taxes; Stock Withholding to Satisfy
Withholding Tax Obligations. Whenever, under the Plan, shares
are to be issued in satisfaction of Options granted hereunder,
the Company shall have the right to require the recipient to
remit to the Company an amount sufficient to satisfy federal,
state, and local withholding tax requirements prior to the
delivery of any certificate or certificates for such shares.
Whenever, under the Plan, payments are to be made in cash,
such payment shall be net of an amount sufficient to satisfy
federal, state, and local withholding tax requirements.
When a participant incurs tax liability in connection
with the exercise or vesting of any Option, which tax
liability is subject to tax withholding under applicable tax
laws, and the participant is obligated to pay the Company an
amount required to be withheld under applicable tax laws, the
participant may satisfy the withholding tax obligation by
electing to have the Company withhold from the shares to be
issued that number of shares having a Fair Market Value equal
to the amount required to be withheld determined on the date
that the amount of tax to be withheld is to be determined (the
"Tax Date").
All elections by participant to have shares withheld for
this purpose shall be made in writing in a form acceptable to
the Committee and shall be subject to the following
restrictions:
(i) the election must be made on or prior to the
applicable Tax Date;
(ii) once made, the election shall be irrevocable as to
the particular shares as to which the election is made;
(iii) all elections shall be subject to the disapproval
of the Committee; and
(iv) if the participant is an officer or Director of the
Company or other person whose transactions in Common Stock are
subject to Section 16(b) of the Exchange Act (collectively
"Insiders"), the election may not be made during such time or
times, if any, as are restricted by Rule 16b-3 or any
successor provision.
9. Recapitalization. In the event that dividends are
payable in Common Stock or in the event there are splits,
subdivisions, or combinations of shares of Common Stock, the
number of shares available under the Plan shall be increased
or decreased proportionately, as the case may be, and the
number of shares of Common Stock deliverable in connection
with any Option theretofore granted shall be increased or
decreased proportionately, as the case may be, without change
in the aggregate purchase price (where applicable).
10. Reorganization. In case the Company is merged or
consolidated with another corporation and the Company is not
the surviving corporation, or in case the property or stock of
the Company is acquired by another corporation, or in case of
separation, reorganization, or liquidation of the Company,
then the Board, or the board of directors of any corporation
assuming the obligations of the Company hereunder, shall, as
to outstanding Options either (a) make appropriate provision
for the protection of any such outstanding Options by the
assumption or substitution on an equitable basis of
appropriate stock of the Company or of the merged,
consolidated, or otherwise reorganized corporation which will
be issuable in respect to the shares of Common Stock, provided
that in the case of Incentive Stock Options, such assumption
or substitution comply with Section 424 of the Code, or (b)
upon written notice to the participant, provide that the
Option must be exercised within 30 days of the date of such
notice or it will be terminated. In any such case, the Board
or the Committee may, in its discretion, advance the lapse of
vesting periods, Initial Vesting Periods, and exercise dates.
11. Employment Relationship. Nothing in the Plan or any
Award made hereunder shall be construed as a contract for
employment or consulting for any period or shall interfere
with or limit in any way the right of the Company or of any
Subsidiary to terminate any recipient's employment or
consulting relationship at any time, with or without cause,
nor confer upon any recipient any right to continue in the
employ or service of the Company or any Subsidiary.
12. General Restriction. Each Award shall be subject to
the requirement that, if, at any time, the Board shall
determine, in its discretion, that the listing, registration,
or qualification of the shares subject to such Award upon any
securities exchange or under any state or federal law, or the
consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection
with, such Award or the issue or purchase of shares
thereunder, such Award may not be exercised in whole or in
part unless such listing, registration, qualification,
consent, or approval shall have been effected or obtained free
of any conditions not acceptable to the Board.
13. Rights as a Stockholder. The holder of an Option
shall have no rights as a stockholder with respect to any
shares covered by the Option until the date of exercise. Once
an Option is exercised by the holder thereof, the participant
shall have the rights equivalent to those of a stockholder,
and shall be a stockholder when his or her holding is entered
upon the records of the duly authorized transfer agent of the
Company. Except as otherwise expressly provided in the Plan,
no adjustment shall be made for dividends or other rights for
which the record date is prior to the date such stock
certificate is issued.
14. Nonassignability of Awards. Awards made hereunder
shall not be assignable or transferable by the recipient in
accordance with their terms, except to the extent permitted by
the tax and securities laws, including by will or by the laws
of descent and distribution, and as otherwise consistent with
the specific Plan provisions relating thereto.
15. Nonexclusivity of the Plan. Neither the adoption of
the Plan by the Board, the submission of the Plan to the
stockholders of the Company for approval, nor any provision of
the Plan shall be construed as creating any limitations on the
power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without
limitation, the granting of stock options otherwise than under
the Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.
16. Amendment, Suspension, or Termination of the Plan.
The Board may at any time amend, alter, suspend, or
discontinue the Plan, but no amendment, alteration,
suspension, or discontinuation shall be made which would
impair the rights of any participant in the Plan without his
or her consent. In addition, to the extent necessary and
desirable to comply with Rule 16b-3 under the Exchange Act or
under Section 423 of the Code (or any other applicable law or
regulation), the Company shall obtain stockholder approval of
any Plan amendment in such a manner and to such a degree as
required.
17. Effective Date of the Plan. The Amended and
Restated Plan is effective upon adoption by the Board and
shall be subject to stockholder approval within 12 months of
adoption by the Board. Options may be granted and exercised
under the Plan only after there has been compliance with all
applicable federal and state securities laws.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
Telephone 415-493-9300 Facsimile 415-493-6811
WWW.WSGR.COM
August 21, 1997
LSI Logic Corporation
1551 McCarthy Boulevard
Milpitas, CA 95035
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about August 22, 1997
(the "Registration Statement"), in connection with the registration under
the Securities Act of 1933, as amended, of a total of 691,460 shares of
your Common Stock reserved for issuance under the Mint Technology, Inc.
1996 Incentive Stock Plan; 500,000 shares of your Common Stock reserved for
issuance under the Employee Stock Purchase Plan Amended; and 3,000,000
shares of your Common Stock reserved for issuance under the 1991 Equity
Incentive Plan Amended and Restated (collectively, the "Shares")
(collectively, the "Plans"). As legal counsel for LSI Corporation, we have
examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the sale and issuance of the
Shares under the Plan.
It is our opinion that, when issued and sold in the manner referred to
in the Plans and pursuant to the respective agreement which accompanies
each grant under the Plans, the Shares will be legally and validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in
the Registration Statement and any amendments thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 16, 1997, which appears
on page 37 of the 1996 Annual Report to Shareholders of LSI Logic
Corporation, which is incorporated by reference in LSI Logic Corporation
Annual Report on Form 10-K for the year ended December 31, 1996.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
San Jose, California
August 21, 1997
