As filed with the Securities and Exchange Commission on September 26, 1997.
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INTEGRATED DEVICE TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2669985
- ------------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2975 Stender Way
Santa Clara, California 95054
- --------------------------------------- ----------
(Address of Principal Executive Office) (Zip Code)
INTEGRATED DEVICE TECHNOLOGY, INC.
1994 STOCK OPTION PLAN
1984 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
JACK MENACHE Copy to:
Vice President, General Counsel Jeffery L. Donovan , Esq.
and Secretary Fenwick & West LLP
Integrated Device Technology, Inc. Two Palo Alto Square
2975 Stender Way Suite 800
Santa Clara, California 95054 Palo Alto, California 94306
(408) 727-6116 (415) 494-0600
- ------------------------------------- ------------------------------
(Name, address and telephone (Counsel to the Registrant)
number, including area code,
of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Title Of Each Class Of Amount Proposed Maximum Proposed Amount Of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered Per Share(3) Offering Price(3) Fee
- --------------------------------------- ------------------------- -------------------- -------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 2,750,000 shares(1) $13.4375 $36,953,125 $11,198
Common Stock, $.001 par value 1,000,000 shares(2) $13.4375 $13,437,500 $ 4,072
- --------------------------------------- ------------------------- -------------------- -------------------- ----------------
<FN>
(1) Additional shares available for grant and not yet subject to outstanding options under the Registrant's 1994 Stock Option
Plan.
(2) Additional shares available for purchase under the Registrant's 1984 Employee Stock Purchase Plan.
(3) Calculated in accordance with Rule 457(c) under the Securities Act of 1933, as amended (the "Securities Act"), based upon the
average of the high and low prices of the Registrant's Common Stock as reported by the Nasdaq National Market on September
25, 1997.
</FN>
</TABLE>
-------------------------------
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain 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:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended March 30, 1997, filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended June 29, 1997 filed pursuant to Section 13 of the
Exchange Act.
(3) The description of the Company's Common Stock to be
offered hereby which is contained in its Registration Statement on Form
8-B filed September 24, 1987, as amended by the Company's Form 8 dated
March 28, 1989 and the Company's Form 8-B/A filed October 19, 1995, and
the Company's Registration Statement on Form 8-A dated December 20,
1988, as amended by the Company's Form 8 dated February 27, 1992 and
the Company's Form 8-A/A filed October 19, 1995.
All documents filed by the Company pursuant to Sections 13(a) and
(c), 14 and 15(d) of the Exchange Act 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 a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
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<PAGE>
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits a
corporation to grant indemnification to directors, officers and other agents in
terms sufficiently broad to permit indemnification under certain circumstances
for liabilities, including expenses, arising in connection with the Securities
Act of 1933, as amended. Pursuant to the Bylaws of the Company, directors and
officers of the Company are indemnified to the fullest extent permitted by law
against all expenses (including attorneys' fees), judgments, fines or settlement
amounts incurred or paid by them in any action or proceeding, including any
action by or on behalf of the Company, on account of their service as an officer
or director of the Company. The Bylaws further provide that the rights conferred
under such Bylaws shall not be deemed exclusive of any other right to which such
persons may be entitled under Delaware General Corporation Law, the Company's
Certificate of Incorporation, any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise. The Restated Certificate of Incorporation
of the Company, as amended, precludes, with certain exceptions, the Company and
its stockholders from recovering monetary damages from directors for business
decisions that breach such directors' fiduciary duty.
The Company also maintains directors and officers insurance
policies which insure directors and officers against losses arising from certain
wrongful acts in their official capacities and reimburses the Company for such
loss for which the Company has lawfully indemnified the directors and officers.
In addition, the Company has entered into an Indemnification Agreement with each
of its directors and officers whereby the Company has agreed to indemnify each
director and officer from and against any and all expenses, losses, claims,
damages and liabilities incurred by such director or officer while acting in his
or her official capacity.
The Underwriting Agreement among the Company and the underwriters
of the Company's May 1995 public offering contains certain provisions pursuant
to which the underwriters may, under certain circumstances, indemnify the
directors and officers of the Company. Directors and officers of the Company may
also be indemnified in certain circumstances under the terms of other
underwriting agreements entered into by the Company in connection with prior
public offerings.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
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<PAGE>
(ii) to reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Securities and Exchange Commission pursuant
to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no
more than a 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in
the effective Registration Statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement
is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(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 further undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, 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 Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in
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<PAGE>
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK.]
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on September 26,
1997.
INTEGRATED DEVICE TECHNOLOGY, INC.
By: /s/ Alan Krock
--------------------------------------------
Alan Krock,
Vice President and Corporate Controller
Acting Co-Principal Financial Officer
Principal Accounting Officer
By: /s/ Brian Boisseree
--------------------------------------------
Brian Boisseree,
Vice President and Treasurer
Acting Co-Principal Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Leonard C. Perham, Alan Krock and Brian
Boisseree, and each of them, his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective 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 granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
<TABLE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board of Directors September __, 1997
- ------------------------------------
D. John Carey
/s/ Leonard C. Perham Chief Executive Officer (Principal September 26, 1997
- ------------------------------------ Executive Officer), President and
Leonard C. Perham Director
/s/ Carl E. Berg Director September 26, 1997
- ------------------------------------
Carl E. Berg
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<PAGE>
Director September __, 1997
- ------------------------------------
John C. Bolger
/s/ Federico Faggin Director September 26, 1997
- ------------------------------------
Federico Faggin
</TABLE>
-7-
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------ -------
4.1* Restated Certificate of Incorporation (previously
filed as Exhibit 3A to the Registration Statement on
Form 8-B dated September 23, 1987).
4.2* Certificate of Amendment of Restated Certificate of
Incorporation (previously filed as Exhibit 3(a) to
the Registration Statement on Form 8 dated March 28,
1989).
4.3* Certificate of Amendment of Restated Certificate of
Incorporation (previously filed as Exhibit 4.3 to the
Registration Statement on Form S-8 (File Number
33-63133) filed on October 2, 1995).
4.4* Certificate of Designation, Preferences and Rights of
Series A Junior Participating Preferred Stock
(previously filed as Exhibit 3(a) to the Registration
Statement on Form 8 dated March 28, 1989).
4.5* Bylaws (previously filed as Exhibit 3.4 to Annual
Report on Form 10-K for the fiscal year ended March
28, 1993).
4.6* Amended and Restated Rights Agreement dated as of
February 27, 1992, between the Company and The First
National Bank of Boston (previously filed as Exhibit
4.1 to Current Report on Form 8-K dated February 27,
1992).
4.7* Amendment dated September 29, 1995 to the Rights
Agreement (previously filed as Exhibit 4.2 to
Amendment No. 2 to the Registration Statement on Form
8-A filed October 19, 1995).
4.8* Form of Indenture between the Company and the First
National Bank of Boston, as Trustee, including Form
of Notes (previously filed as Exhibit 4.6 to the
Company's Registration Statement on Form S-3 declared
effective May 25, 1995).
4.9 Integrated Device Technology, Inc. 1994 Stock Option
Plan, as amended through April 29, 1997.
4.10 Integrated Device Technology, Inc. 1984 Employee
Stock Purchase Plan, as amended through April 29,
1997.
5.1 Opinion of Jack Menache, General Counsel of
Integrated Device Technology, Inc., regarding
legality of securities to be offered.
23.1 Consent of Price Waterhouse LLP, Independent
Accountants.
-8-
<PAGE>
23.2 Consent of Jack Menache, General Counsel of
Integrated Device Technology, Inc. (included in
Exhibit 5.1).
24.1 Power of Attorney (see page 6).
- --------------
* The exhibits were previously filed with the Commission as indicated and are
incorporated herein by reference.
-9-
INTEGRATED DEVICE TECHNOLOGY, INC.
1994 STOCK OPTION PLAN
As Adopted May 3, 1994
and as Amended through April 29, 1997
1. PURPOSE. The purpose of the Plan is to provide incentives to
attract, retain and motivate eligible persons whose present and potential
contributions are important to the success of the Company, its Parent,
Subsidiaries and Affiliates, by offering them an opportunity to participate in
the Company's future performance through awards of stock options. Capitalized
terms not defined in the text are defined in Section 19.
2. SHARES SUBJECT TO THE PLAN.
2.1 Number of Shares Available. Subject to Sections 2.2
and 14, the total number of Shares reserved and available for grant and issuance
pursuant to Awards under the Plan shall be Thirteen Million Five Hundred
Thousand (13,500,000) Shares. Shares issuable upon exercise of stock options
granted pursuant to the Company's 1985 Incentive and Nonqualified Stock Option
Plan (the "Prior Plan") that expire or become unexercisable for any reason
without having been exercised in full, shall no longer be available for exercise
under the Prior Plan, but shall be available for distribution under this Plan
(not to exceed Ten Million (10,000,000) Shares). Subject to Sections 2.2 and 14,
Shares shall again be available for grant and issuance in connection with future
Awards under the Plan if such Shares cease to be subject to an Award.
2.2 Adjustment of Shares. In the event that the number
of outstanding Shares is changed by a stock dividend, recapitalization, stock
split, reverse stock split, subdivision, combination, reclassification or
similar change in the capital structure of the Company without consideration, or
by a Corporate Transaction (as defined in Section 14.1) then, unless such change
results in the termination of all outstanding Awards as a result of the
Corporate Transaction, (a) the number of Shares reserved for issuance under the
Plan and (b) the Exercise Prices of and number of Shares subject to outstanding
Awards shall be proportionately c adjusted, subject to any required action by
the Board or the stockholders of the Company and compliance with applicable
securities laws; provided, however, that fractions of a Share shall not be
issued but shall either be paid in cash at Fair Market Value or shall be rounded
up to the nearest Share, as determined by the Committee; and provided, further,
that the Exercise Price of any Award may not be decreased to below the par value
of the Shares.
<PAGE>
3. ELIGIBILITY. ISOs (as defined in Section 5 below) may be
granted only to employees (including officers and directors who are also
employees) of the Company or of a Parent or Subsidiary of the Company. NQSOs (as
defined in Section 5 below) may be granted to employees, officers, directors,
consultants, independent contractors and advisors of the Company or any Parent,
Subsidiary or Affiliate of the Company; provided such consultants, contractors
and advisors render bona fide services not in connection with the offer and sale
of securities in a capital-raising transaction. A person may be granted more
than one Award under the Plan. Each person is eligible to receive up to an
aggregate maximum of One Million (1,000,000) Shares per fiscal year.
4. ADMINISTRATION.
4.1 Committee Authority. The Plan shall be administered
by the Committee. Subject to the general purposes, terms and conditions of the
Plan, the Committee shall have full power to implement and carry out the Plan.
The Committee shall have the authority to:
(a) construe and interpret the Plan, any Stock Option
Agreement and any other agreement or document executed
pursuant to the Plan;
(b) prescribe, amend and rescind rules and regulations
relating to the Plan;
(c) select persons to receive Awards;
(d) determine the form and terms of Awards;
(e) determine the number of Shares subject to Awards;
(f) determine whether Awards will be granted in replacement
of, or as alternatives to, other Awards under the Plan
or any other incentive or compensation plan of the
Company or any Parent, Subsidiary or Affiliate of the
Company;
(g) grant waivers of Plan or Award conditions;
(h) determine the vesting and exercisability of Awards;
(i) correct any defect, supply any omission, or reconcile
any inconsistency in the Plan, any Award or any Stock
Option Agreement;
(j) determine the disposition of Awards in the event of a
Participant's divorce or dissolution of marriage; and
(k) make all other determinations necessary or advisable
for the administration of the Plan.
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<PAGE>
4.2 Committee Discretion. Any determination made by the
Committee with respect to any Award shall be made in its sole discretion at the
time of grant of the Award or, unless in contravention of any express term of
the Plan or Award, at any later time, and such determination shall be final and
binding on the Company and all persons having an interest in any Award under the
Plan. The Committee may delegate to one or more officers of the Company the
authority to grant an Award under the Plan to Participants who are not Insiders
of the Company.
4.3 Exchange Act Requirements. If two or more members
of the Board are Outside Directors, the Committee shall be comprised of at least
two members of the Board, all of whom are Outside Directors and Disinterested
Persons. The Company will take appropriate steps to comply with the
disinterested director requirements of Section 16(b) of the Exchange Act,
including but not limited to, the appointment by the Board of a Committee
consisting of not less than two persons (who are members of the Board), each of
whom is a Disinterested Person. It is the intent of the Company that the Plan
and Awards hereunder satisfy and be interpreted in a manner, that, in the case
of Participants who are or may be Insiders, satisfies the applicable
requirements of Rule 16b-3 (or its successor) of the Exchange Act. If any
provision of the Plan or of any Award would otherwise conflict with the intent
expressed in this Section 4.3, that provision to the extent possible shall be
interpreted and deemed amended so as to avoid such conflict.
5. STOCK OPTIONS. The Committee may grant Awards to eligible
persons and shall determine whether such Awards shall be Incentive Stock Options
within the meaning of the Code ("ISOs") or Nonqualified Stock Options ("NQSOs"),
the number of Shares subject to the Award, the Exercise Price of the Award, the
period during which the Award may be exercised, and all other terms and
conditions of the Award, subject to the following:
5.1 Form of Option Grant. Each Award granted under the
Plan shall be evidenced by an Stock Option Agreement which shall expressly
identify the Award as an ISO or NQSO, and be in such form and contain such
provisions (which need not be the same for each Participant) as the Committee
shall from time to time approve, and which shall comply with and be subject to
the terms and conditions of the Plan.
5.2 Date of Grant. The date of grant of an Award shall
be the date on which the Committee makes the determination to grant such Award,
unless otherwise specified by the Committee. The Stock Option Agreement and a
copy of the Plan will be delivered to the Participant within a reasonable time
after the granting of the Award.
5.3 Exercise Period. Awards shall be exercisable within
the times or upon the events determined by the Committee as set forth in the
Stock Option Agreement; provided, however, that no Award shall be exercisable
after the expiration of ten (10) years from the date the Award is granted; and
provided further that no ISO granted to a person who directly or by attribution
owns more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or any Parent or Subsidiary of the Company ("Ten
Percent
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<PAGE>
Stockholder") shall be exercisable after the expiration of five (5) years from
the date the Award is granted. The Committee also may provide for the exercise
of Awards to become exercisable at one time or from time to time, periodically
or otherwise, in such number or percentage as the Committee determines.
5.4 Exercise Price. The Exercise Price shall be
determined by the Committee when the Award is granted and shall be not less than
100% of the Fair Market Value of the Shares on the date of grant; provided, that
the Exercise Price of any ISO granted to a Ten Percent Stockholder shall not be
less than 110% of the Fair Market Value of the Shares on the date of grant.
Payment for the Shares purchased may be made in accordance with Section 6 of the
Plan.
5.5 Method of Exercise. Awards may be exercised only by
delivery to the Company of a written exercise agreement (the "Exercise
Agreement") in a form approved by the Committee (which need not be the same for
each Participant), stating the number of Shares being purchased, the
restrictions imposed on the Shares, if any, and such representations and
agreements regarding Participant's investment intent and access to information
and other matters, if any, as may be required or desirable by the Company to
comply with applicable securities laws, together with payment in full of the
Exercise Price for the number of Shares being purchased.
5.6 Termination. Notwithstanding the exercise periods
set forth in the Stock Option Agreement, exercise of an Award shall always be
subject to the following:
(a) If the Participant is Terminated for any reason except
death or Disability, then Participant may exercise such
Participant's Awards only to the extent that such
Awards would have been exercisable upon the Termination
Date no later than three (3) months after the
Termination Date (or such longer time period not
exceeding five years as may be determined by the
Committee), but in any event, no later than the
expiration date of the Awards.
(b) If the Participant is terminated because of death or
Disability (or the Participant dies within three months
of such termination), then Participant's Awards would
have been exercisable by Participant on the Termination
Date and must be exercised by Participant (or
Participant's legal representative or authorized
assignee) no later than (i) twelve (12) months after
the Termination Date in the case of disability or (ii)
eighteen (18) months after the Termination Date in the
case of death (or such longer time period not exceeding
five years as may be determined by the Committee), but
in any event no later than the expiration date of the
Awards.
5.7 Limitations on Exercise. The Committee may specify
a reasonable minimum number of Shares that may be purchased on any exercise of
an Award; provided that
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<PAGE>
such minimum number will not prevent Participant from exercising the Award for
the full number of Shares for which it is then exercisable.
5.8 Limitations on ISOs. The aggregate Fair Market
Value (determined as of the date of grant) of Shares with respect to which ISOs
are exercisable for the first time by a Participant during any calendar year
(under the Plan or under any other incentive stock option plan of the Company or
any Affiliate, Parent or Subsidiary of the Company) shall not exceed $100,000.
If the Fair Market Value of Shares on the date of grant with respect to which
ISOs are exercisable for the first time by a Participant during any calendar
year exceeds $100,000, the Awards for the first $100,000 worth of Shares to
become exercisable in such calendar year shall be ISOs and the Awards for the
amount in excess of $100,000 that become exercisable in that calendar year shall
be NQSOs. In the event that the Code or the regulations promulgated thereunder
are amended after the Effective Date of the Plan to provide for a different
limit on the Fair Market Value of Shares permitted to be subject to ISOs, such
different limit shall be automatically incorporated herein and shall apply to
any Awards granted after the effective date of such amendment.
5.9 Modification, Extension or Renewal. The Committee
may modify, extend or renew outstanding Awards and authorize the grant of new
Awards in substitution therefor; provided that any such action may not, without
the written consent of Participant, impair any of Participant's rights under any
Award previously granted. Any outstanding ISO that is modified, extended,
renewed or otherwise altered shall be treated in accordance with Section 424(h)
of the Code. The Committee may reduce the Exercise Price of outstanding Awards
without the consent of Participants affected by a written notice to them;
provided, however, that the Exercise Price may not be reduced below the minimum
Exercise Price that would be permitted under Section 5.4 of the Plan for Awards
granted on the date the action is taken to reduce the Exercise Price; and
provided, further, that the Exercise Price shall not be reduced below the par
value of the Shares, if any.
5.10 No Disqualification. Notwithstanding any other
provision in the Plan, no term of the Plan relating to ISOs shall be
interpreted, amended or altered, nor shall any discretion or authority granted
under the Plan be exercised, so as to disqualify the Plan under Section 422 of
the Code or, without the consent of the Participant affected, to disqualify any
ISO under Section 422 of the Code.
6. PAYMENT FOR SHARE PURCHASES. Payment for Shares purchased
pursuant to the Plan may be made in cash (by check) or, where expressly approved
for the Participant by the Committee and where permitted by law:
(a) by surrender of Shares that either: (1) have been owned
by Participant for more than six (6) months and have
been paid for within the meaning of SEC Rule 144 (and,
if such shares were purchased from the Company by use
of a promissory note, such note has been fully paid
with respect to such Shares); or (2) were obtained by
Participant in the public market;
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<PAGE>
(b) by waiver of compensation due or accrued to Participant
for services rendered;
(c) provided that a public market for the Company's stock
exists:
(1) through a "same day sale" commitment from
Participant and a broker-dealer that is a
member of the National Association of
Securities Dealers (a "NASD Dealer") whereby
the Participant irrevocably elects to exercise
the Award and to sell a portion of the Shares
so purchased in order to pay for the Exercise
Price, and whereby the NASD Dealer irrevocably
commits upon receipt of such Shares to forward
the Exercise Price directly to the Company; or
(2) through a "margin" commitment from Participant
and a NASD Dealer whereby Participant
irrevocably elects to exercise the Award and
to pledge the Shares so purchased to the NASD
Dealer in a margin account as security for a
loan from the NASD Dealer in the amount of the
Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such
Shares to forward the exercise price directly
to the Company; or
(d) by any combination of the foregoing.
7. WITHHOLDING TAXES.
7.1 Withholding Generally. Whenever Shares are to be
issued in satisfaction of Awards granted under the Plan, the Company may require
the Participant 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
in satisfaction of Awards are to be made in cash, such payment shall be net of
an amount sufficient to satisfy federal, state, and local withholding tax
requirements.
7.2 Stock Withholding. When, under applicable tax laws,
a Participant incurs tax liability in connection with the exercise of any Award
that is subject to tax withholding and the Participant is obligated to pay the
Company the amount required to be withheld, the Committee may allow the
Participant to satisfy the minimum 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 minimum 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 a 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:
(a) the election must be made on or prior to the applicable
Tax Date;
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(b) once made, then except as provided below, the election
shall be irrevocable as to the particular Shares as to
which the election is made;
(c) all elections shall be subject to the consent or
disapproval of the Committee;
(d) if the Participant is an Insider and if the Company is
subject to Section 16(b) of the Exchange Act: (1) the
election may not be made within six (6) months of the
date of grant of the Award, except as otherwise
permitted by SEC Rule 16b-3(e) under the Exchange Act,
and (2) either (A) the election to use stock
withholding must be irrevocably made at least six (6)
months prior to the Tax Date (although such election
may be revoked at any time at least six (6) months
prior to the Tax Date) or (B) the exercise of the Award
or election to use stock withholding must be made in
the ten (10) day period beginning on the third day
following the release of the Company's quarterly or
annual summary statement of sales or earnings; and
(e) in the event that the Tax Date is deferred until six
(6) months after the delivery of Shares under Section
83(b) of the Code, the Participant shall receive the
full number of Shares with respect to which the
exercise occurs, but such Participant shall be
unconditionally obligated to tender back to the Company
the proper number of Shares on the Tax Date.
8. PRIVILEGES OF STOCK OWNERSHIP.
8.1 Voting and Dividends. No Participant shall have any
of the rights of a stockholder with respect to any Shares until the Shares are
issued to the Participant. After Shares are issued to the Participant, the
Participant shall be a stockholder and have all the rights of a stockholder with
respect to such Shares, including the right to vote and receive all dividends or
other distributions made or paid with respect to such Shares.
8.2 Financial Statements. The Company shall provide
financial statements to each Participant prior to such Participant's purchase of
Shares under the Plan, and to each Participant annually during the period such
Participant has Awards outstanding; provided, however, the Company shall not be
required to provide such financial statements to Participants whose services in
connection with the Company assure them access to equivalent information.
9. TRANSFERABILITY. Subject to Section 4.1(j), Awards granted
under the Plan, and any interest therein, shall not: (a) be transferable or
assignable by the Participant, (b) be made subject to execution, attachment or
similar process, otherwise than by will or by the laws of descent and
distribution or as consistent with the specific Plan and Stock Option Agreement
provisions relating thereto or (c) during the lifetime of the Participant, be
exercisable by anyone other than the Participant, and any elections with respect
to an Award, may be made only by the Participant.
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<PAGE>
10. CERTIFICATES. All certificates for Shares or other
securities delivered under the Plan shall be subject to such stock transfer
orders, legends and other restrictions as the Committee may deem necessary or
advisable, including restrictions under any applicable federal, state or foreign
securities law, or any rules, regulations and other requirements of the SEC or
any stock exchange or automated quotation system upon which the Shares may be
listed.
11. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award
shall not be effective unless such Award is in compliance with all applicable
federal and state securities laws, rules and regulations of any governmental
body, and the requirements of any stock exchange or automated quotation system
upon which the Shares may then be listed, as they are in effect on the date of
grant of the Award and also on the date of exercise or other issuance.
Notwithstanding any other provision in the Plan, the Company shall have no
obligation to issue or deliver certificates for Shares under the Plan prior to
(a) obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable, and/or (b) completion of any registration
or other qualification of such shares under any state or federal law or ruling
of any governmental body that the Company determines to be necessary or
advisable. The Company shall be under no obligation to register the Shares with
the SEC or to effect compliance with the registration, qualification or listing
requirements of any state securities laws, stock exchange or automated quotation
system, and the Company shall have no liability for any inability or failure to
do so.
12. NO OBLIGATION TO EMPLOY. Nothing in the Plan or any Award
granted under the Plan shall confer or be deemed to confer on any Participant
any right to continue in the employ of, or to continue any other relationship
with, the Company or any Parent, Subsidiary or Affiliate of the Company or limit
in any way the right of the Company or any Parent, Subsidiary or Affiliate of
the Company to terminate Participant's employment or other relationship at any
time, with or without cause.
13. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any
time or from time to time, authorize the Company, with the consent of the
respective Participants, to issue new Awards in exchange for the surrender and
cancellation of any or all outstanding Awards. The Committee may at any time buy
from a Participant an Award previously granted with payment in cash, Shares or
other consideration, based on such terms and conditions as the Committee and the
Participant shall agree.
14. CORPORATE TRANSACTIONS.
14.1 Corporate Transactions. In the event of a
Corporate Transaction (as defined in this Section 14.1), the exercisability of
each Award shall be automatically accelerated so that each Award shall,
immediately before the specified effective date for the Corporate Transaction,
become fully exercisable with respect to the total number of Shares and may be
exercised for all or any portion of such Shares; provided, that an Award shall
not be accelerated if and to the extent that such Award is, in connection with
the Corporate Transaction, either to be assumed by the successor corporation or
parent thereof or to be replaced with a
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<PAGE>
comparable option to purchase shares of the capital stock of the successor
corporation or parent thereof. The determination of comparability shall be made
by the Committee, and the Committee's determination shall be final, binding and
conclusive. Upon the consummation of a Corporate Transaction, all outstanding
Awards shall, to the extent not previously exercised or assumed by the successor
corporation or its parent, terminate and cease to be exercisable.
"Corporate Transaction" means (a) a merger
or acquisition in which the Company is not the surviving entity (except for a
transaction the principal purpose of which is to change the State in which the
Company is incorporated), (b) the sale, transfer or other disposition of all or
substantially all of the assets of the Company or (c) any other corporate
reorganization or business combination that is not approved by the Board and in
which the beneficial ownership of 50% or more of the Company's outstanding
voting stock is transferred.
14.2 Change in Control. Notwithstanding any provision
in Section 14.1 to the contrary, in the event of a Change in Control (as defined
in this Section 14.2), each Award shall automatically accelerate effective
fifteen (15) days following the effective date of the Change in Control, so that
each Award shall become fully exercisable with respect to the total number of
Shares and may be exercised for all or any portion of such Shares. Upon a Change
in Control, all outstanding Awards accelerated shall remain fully exercisable
until the expiration or sooner termination of the Award term specified in the
Stock Option Agreement.
A "Change in Control" shall be deemed to
occur: (a) should a person or related group of persons, other than the Company
or a person that directly or indirectly controls, is controlled by or is under
common control with the Company, becomes the beneficial owner (within the
meaning of Rule 13d-3 of the General Rules and Regulations under the Exchange
Act) of 25% or more of the Company's outstanding voting stock pursuant to a
tender or exchange offer that the Board does not recommend and that the
stockholders of the Company accept; or (b) on the first date within any period
of twenty-four (24) consecutive months or less on which there is effected a
change in the composition of the Board by reason of a contested election such
that a majority of the Board members cease to be comprised of individuals who
either (i) have been members of the Board continuously since the beginning of
such period or (ii) have been elected or nominated for election as Board members
during such period by at least a majority of the Board members described in
clause (i) who were still in office at the time such election or nomination was
approved by the Board.
14.3 Dissolution. In the event of the proposed
dissolution or liquidation of the Company, the Board shall notify the
Participant at least fifteen (15) days prior to such proposed action. To the
extent that Awards have not been previously exercised, such Awards will
terminate immediately prior to the consummation of such proposed action.
14.4 Assumption of Awards by the Company. The Company,
from time to time, also may substitute or assume outstanding awards granted by
another company, whether in connection with an acquisition of such other company
or otherwise, by either (a) granting an Award under the Plan in substitution of
such other company's award, or (b) assuming such award as if it had been granted
under the Plan if the terms of such assumed award could be applied to an
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<PAGE>
Award granted under the Plan. Such substitution or assumption shall be
permissible if the holder of the substituted or assumed award would have been
eligible to be granted an Award under the Plan if the other company had applied
the rules of the Plan to such grant. In the event the Company assumes an award
granted by another company, the terms and conditions of such award shall remain
unchanged (except that the exercise price and the number and nature of Shares
issuable upon exercise of any such option will be adjusted appropriately
pursuant to Section 424(a) of the Code). In the event the Company elects to
grant a new Award rather than assuming an existing option, such new Award may be
granted with a similarly adjusted Exercise Price.
15. ADOPTION AND STOCKHOLDER APPROVAL. The Plan shall become
effective on the date that it is adopted by the Board (the "Effective Date").
The Plan shall be approved by the stockholders of the Company (excluding Shares
issued pursuant to this Plan), consistent with applicable laws, within twelve
months before or after the Effective Date. Upon the Effective Date, the Board
may grant Awards pursuant to the Plan; provided, however, that: (a) no Award may
be exercised prior to initial stockholder approval of the Plan and (b) no Award
granted pursuant to an increase in the number of Shares approved by the Board
shall be exercised prior to the time such increase has been approved by the
stockholders of the Company. For so long as and whenever the Company is subject
to Section 16(b) of the Exchange Act, the Company will comply with the
requirements of Rule 16b-3 (or its successor), as amended, with respect to
stockholder approval.
16. TERM OF PLAN. The Plan will terminate ten (10) years from
the Effective Date or, if earlier, the date of stockholder approval.
17. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time
terminate or amend the Plan in any respect, including without limitation
amendment of any form of Stock Option Agreement or instrument to be executed
pursuant to the Plan; provided, however, that the Board shall not, without the
approval of the stockholders of the Company, amend the Plan in any manner that
requires such stockholder approval pursuant to the Code or the regulations
promulgated thereunder as such provisions apply to ISO plans or pursuant to the
Exchange Act or Rule 16b-3 (or its successor), as amended, thereunder; provided,
further, that no amendment may be made to outstanding Awards without the consent
of the Participant.
18. 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.
19. DEFINITIONS. As used in the Plan, the following terms shall
have the following meanings:
"Affiliate" means any corporation that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with the Company
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<PAGE>
where "control" (including the terms "controlled by" and "under common control
with") means the possession, direct or indirect, of the power to cause the
direction of the management and policies of the corporation, whether through the
ownership of voting securities, by contract or otherwise.
"Award" means an award of an option to purchase Shares.
"Stock Option Agreement" means, with respect to each
Award, the signed written agreement between the Company and the Participant
setting forth the terms and conditions of the Award.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as
amended.
"Committee" means the committee appointed by the Board
to administer the Plan, or if no committee is appointed, the Board.
"Company" means Integrated Device Technology, Inc., a
corporation organized under the laws of the State of Delaware, or any successor
corporation.
"Disability" means a disability, whether temporary or
permanent, partial or total, within the meaning of Section 22(e)(3) of the Code,
as determined by the Committee.
"Disinterested Person" means a director who has not,
during the period that person is a member of the Committee and for one year
prior to service as a member of the Committee, been granted or awarded equity
securities pursuant to the Plan or any other plan of the Company or any Parent,
Subsidiary or Affiliate of the Company, except in accordance with the
requirements set forth in Rules as promulgated by the SEC under Section 16(b) of
the Exchange Act, as such Rules are amended from time to time and as interpreted
by the SEC.
"Exchange Act" means the Securities Exchange Act of
1934, as amended.
"Exercise Price" means the price at which a holder of
an Award may purchase the Shares issuable upon exercise of the Award.
"Fair Market Value" means the value of a share of the
Company's Common Stock determined as follows:
(a) if such Common Stock is then quoted on the Nasdaq
National Market the closing price on the Nasdaq
National Market System on the trading day immediately
preceeding the date on which Fair Market Value is
determined, or, if no such reported sale takes place on
such date, the closing price on the next preceding
trading date on which a reported sale occurred;
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<PAGE>
(b) if such Common Stock is publicly traded and is then
listed on a national securities exchange, the closing
price or, if no reported sale takes place on such date,
the closing price on the next preceding trading day on
which a reported sale occurred;
(c) if such Common Stock is publicly traded but is not
quoted on the Nasdaq National Market nor listed or
admitted to trading on a national securities exchange,
the average of the closing bid and asked prices on such
date, as reported by The Wall Street Journal, for the
over-the-counter market; or
(d) if none of the foregoing is applicable, by the Board in
good faith.
"Insider" means an officer or director of the Company
or any other person whose transactions in the Company's Common Stock are subject
to Section 16 of the Exchange Act.
"Outside Director" means any outside director as
defined in Section 162(m) of the Code and the regulations issued thereunder.
"Parent" means any corporation (other than the Company)
in an unbroken chain of corporations ending with the Company, if at the time of
the granting of an Award under the Plan, each of such corporations other than
the Company owns stock possessing 50% or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.
"Participant" means a person who receives an Award
under the Plan.
"Plan" means this Integrated Device Technology, Inc.
1994 Stock Option Plan, as amended from time-to-time.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as
amended.
"Shares" means shares of the Company's Common Stock
$0.001 par value, reserved for issuance under the Plan, as adjusted pursuant to
Sections 2 and 14, and any successor security.
"Subsidiary" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if, at
the time of granting of the Award, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.
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<PAGE>
"Termination" or "Terminated" means, for purposes of
the Plan with respect to a Participant, that the Participant has ceased to
provide services as an employee, director, consultant, independent contractor or
adviser, to the Company or a Parent, Subsidiary or Affiliate of the Company,
except in the case of sick leave, military leave, or any other leave of absence
approved by the Committee; provided, that such leave is for a period of not more
than ninety (90) days, or reinstatement upon the expiration of such leave is
guaranteed by contract or statute. The Committee shall have sole discretion to
determine whether a Participant has ceased to provide services and the effective
date on which the Participant ceased to provide services (the "Termination
Date").
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INTEGRATED DEVICE TECHNOLOGY, INC.
1984 EMPLOYEE STOCK PURCHASE PLAN
(Amended and Restated Effective as of August 25, 1993)
(Amended as of April 29, 1997)
<PAGE>
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Page
----
<S> <C>
Section 1. Establishment of the Plan................................................................. 1
Section 2. Definitions............................................................................... 1
Section 3. Duration; Shares Authorized............................................................... 3
Section 4. Administration............................................................................ 3
Section 5. Eligibility and Participation............................................................. 3
Section 6. Participation Periods..................................................................... 4
Section 7. Purchase Price............................................................................ 4
Section 8. Employee Contributions.................................................................... 4
Section 9. Plan Accounts; Purchase of Shares......................................................... 5
Section 10. Withdrawal from the Plan.................................................................. 5
Section 11. Effect of Termination of Employment or Death.............................................. 6
Section 12. Rights Not Transferable................................................................... 6
Section 13. Recapitalization, Etc..................................................................... 6
Section 14. Limitation on Stock Ownership............................................................. 7
Section 15. No Rights as an Employee.................................................................. 7
Section 16. Rights as a Stockholder................................................................... 7
Section 17. Use of Funds.............................................................................. 7
Section 18. Amendment or Termination of the Plan...................................................... 8
Section 19. Governing Law............................................................................. 8
</TABLE>
<PAGE>
INTEGRATED DEVICE TECHNOLOGY, INC.
1984 EMPLOYEE STOCK PURCHASE PLAN
(Amended and Restated Effective as of August 25, 1993)
(Amended as of April 29, 1997)
Section 1. Establishment of the Plan.
The Integrated Device Technology, Inc. qualified Employee Stock
Purchase Plan (the "Plan") is amended and restated to increase the shares
available for purchase under the Plan and to comply with the requirements of
Section 16 of the Securities Exchange Act of 1934. The Plan provides Eligible
Employees with an opportunity to purchase the Company's common stock so that
they may increase their proprietary interest in the success of the Company. The
Plan, which provides for the purchase of stock through payroll withholding, is
intended to qualify under Section 423 of the Code.
Section 2. Definitions.
(a) "Board of Directors" or "Board" means the Board of
Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as
amended.
(c) "Company" means Integrated Device Technology, Inc., a
Delaware corporation.
(d) "Compensation" means the base compensation paid to a
Participant during a Participation Period in cash or in kind including overtime
and shift differential. Incentive compensation, commissions and other bonuses
and other forms of compensation for work outside the regular work schedule are
excluded.
(e) "Date of Participation" means the first day of a
Participation Period.
(f) "Eligible Employee" means any Employee of a Participating
Company (i) who has been continuously employed by the Participating Company for
at least three (3) months prior to the commencement of a Participation Period,
(ii) who is customarily employed for more than twenty (20) hours per week, (iii)
who is customarily employed for more than five (5) months per calendar year, and
(iv) who is an Employee at the Commencement of a Participation Period. If an
Employee has been employed less than three months and is granted a formal leave
of absence, service, prior to and after the leave, will count toward the three
months waiting period for eligibility. Rehired Employees with less than a six
month break in service will receive
<PAGE>
full credit for past service to determine eligibility; otherwise, rehired
Employees will be treated as new Employees for purposes of eligibility.
In the event an Eligible Employee fails to remain in the
continuous employ of a Participating Company customarily for at least twenty
(20) hours per week during a Participation Period, 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; provided that a Participant who goes on an
unpaid leave of absence shall be permitted to remain in the Plan with respect to
a Participation Period which commenced prior to such leave of absence. If such
Participant is not guaranteed reemployment by contract or statute and the leave
of absence extends beyond ninety (90) days, such Participant shall be deemed to
have terminated employment on the ninety-first (91st) day of such leave of
absence. Payroll deductions for a Participant who has been on an unpaid leave of
absence will resume at the same rate as in effect prior to such leave upon
return to work unless changed by such Participant or unless the Participant has
been on an unpaid leave of absence either throughout an entire Participation
Period or for more than 90 days, in which case the Participant shall not be
permitted to re-enter the Plan until a participation agreement is filed with
respect to a subsequent Participation Period which commences after such
Participant has returned to work from the unpaid leave of absence.
(g) "Employee" means any common-law employee of a
Participating Company.
(h) "Fair Market Value" of a share of Stock means the market
price of Stock, determined as follows: (i) if the Stock was traded
over-the-counter on the date in question but was not classified as a national
market issue, then the Fair Market Value shall be equal to the closing bid price
quoted by the National Association of Securities Dealers, Inc. ("Nasdaq") for
such date; (ii) if the Stock is traded over-the-counter on the date in question
and was classified as a national market issue, then the Fair Market Value shall
be equal to the last-transaction price quoted by the Nasdaq system for such
date; (iii) if the Stock is traded on a national exchange on the date in
question, then the Fair Market Value shall be the highest closing bid price
reported on such exchange for such date. If the Stock is not traded on the date
as of which the Fair Market Value is to be determined, Fair Market Value shall
be determined as of the first preceding date on which Stock was traded. In all
cases the determination of Fair Market Value by the Board of Directors shall be
conclusive and binding on all persons.
(i) "Participant" means an Eligible Employee who elects to
participate in the Plan, as provided in Section 5 hereof.
(j) "Participating Company" means the Company and such present
or future Subsidiaries of the Company as the Board of Directors shall from time
to time designate.
(k) "Participation Period" means a period during which
contributions may be made toward the purchase of Stock under the Plan, as
determined pursuant to Section 6.
(l) "Plan Account" means the account established for each
Participant pursuant to Section 9(a).
2
<PAGE>
(m) "Purchase Price" means the price at which Participants may
purchase Stock under Section 5 of the Plan, as determined pursuant to Section 7.
(n) "Stock" means the common stock, no par value, of the
Company.
(o) "Subsidiary" means a subsidiary corporation as defined in
Section 425 of the Code.
Section 3. Duration; Shares Authorized.
The Plan shall terminate on the last day of the Company's 2008-2009
fiscal year, unless terminated earlier by the Board of Directors. The maximum
aggregate number of shares which may be offered under the Plan shall be
5,050,000 shares of Stock, subject to adjustment as provided in Section 13
hereof.
Section 4. Administration.
(a) The Plan shall be administered by a Plan Administrator
appointed by the Board of Directors. The interpretation and construction by the
Plan Administrator of any provision of the Plan or of any right to purchase
stock qualified hereunder shall be conclusive and binding on all persons.
(b) No member of the Board or the Plan Administrator shall be
liable for any action or determination made in good faith with respect to the
Plan or the right to purchase Stock hereunder. The Plan Administrator shall be
indemnified by the Company against the reasonable expenses, including attorney's
fees actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to which
it may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any stock purchased thereunder, and against all
amounts paid by it in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by it in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that the Plan Administrator is liable for negligence or misconduct in
the performance of its duties; provided that within sixty (60) days after
institution of any such action, suit or proceeding, the Plan Administrator shall
in writing offer the Company the opportunity, at its own expense, to handle and
defend the same.
(c) All costs and expenses incurred in administering the Plan
shall be paid by the Company. The Board or the Plan Administrator may request
advice for assistance or employ such other persons as are necessary for proper
administration of the Plan.
Section 5. Eligibility and Participation.
(a) Any person who qualifies or will qualify as an Eligible
Employee on the Date of Participation with respect to a Participation Period may
elect to participate in the Plan for such Participation Period. An Eligible
Employee may elect to participate by executing the participation agreement
prescribed for such purpose by the Plan Administrator. The participation
3
<PAGE>
agreement shall be filed with the Plan Administrator no later than the deadline
stated on the participation agreement, and if none is stated, then no later than
the first day of the Participation Period. The Eligible Employee shall designate
on the participation agreement the percentage of his or her Compensation which
he or she elects to have withheld for the purchase of Stock, which may be any
whole percentage from 2 to 10% of the Participant's Compensation.
(b) By enrolling in the Plan, a Participant shall be deemed to
have elected to purchase the maximum number of whole shares of Stock which can
be purchased with the amount of the Participant's Compensation which is withheld
during the Participation Period. However, with respect to any Participation
Period, no Participant shall be eligible to purchase more than two thousand five
hundred (2,500) shares of Stock (appropriately adjusted if the Participation
Period is longer than a fiscal quarter and for events described in Section 13),
provided that such amount shall not result in the limitations set forth in
Section 14 being exceeded.
(c) Once enrolled, a Participant will continue to participate
in the Plan for each succeeding Participation Period until he or she terminates
participation or ceases to qualify as an Eligible Employee. A Participant who
withdraws from the Plan in accordance with Section 10 may again become a
Participant, if he or she then is an Eligible Employee, by following the
procedure described in Section 5(a).
Section 6. Participation Periods.
The Plan shall be implemented by one or more Participation Periods of
not more than twenty-seven (27) months each. (The current duration of each
Participation Period is each of the Company's fiscal quarters, and the
Participation Periods commence on the first day of each such quarter.) The Board
of Directors may determine the duration of each Participation Period and the
commencement dates, provided that no Participation Period shall have a
commencement date after January 1, 2009.
Section 7. Purchase Price.
The Purchase Price for each share of Stock shall be the lesser of (i)
eighty-five percent (85%) of the Fair Market Value of such share on the Date of
Participation or (ii) eighty-five percent (85%) of the Fair Market Value of such
share on the last trading day during the Participation Period.
Section 8. Employee Contributions.
A Participant may purchase shares of Stock solely by means of payroll
deductions. Payroll deductions, as designated by the Participant pursuant to
Section 5(a), shall commence with the first paycheck issued during the
Participation Period and shall be deducted from each subsequent paycheck
throughout the Participation Period. If a Participant desires to decrease the
rate of payroll withholding during the Participation Period, he or she may do
so, if permitted by the Plan Administrator, one time during a Participation
Period by filing a new participation agreement with the Plan Administrator. Such
decrease will be effective as of the first day of the second payroll period
which begins following the receipt of the new participation agreement. If
4
<PAGE>
a Participant desires to increase or decrease the rate of payroll withholding,
he or she may do so effective for the next Participation Period by filing a new
participation agreement with the Plan Administrator on or before the date
specified by the Plan Administrator, and if none is stated, then no later than
the first day of the Participation Period for which such change is to be
effective.
Section 9. Plan Accounts; Purchase of Shares.
(a) The Company will maintain a Plan Account on its books in
the name of each Participant. At the close of each pay period, the amount
deducted from the Participant's Compensation will be credited to the
Participant's Plan Account.
(b) As of the last day of each Participation Period, the
amount then in the Participant's Plan Account will be divided by the Purchase
Price, and the number of whole shares which results (subject to the limitations
described in Section 5(b), 9(c) and 14) shall be purchased from the Company with
the funds in the Participant's Plan Account. Share certificates representing the
number of shares of Stock so purchased shall be delivered to a brokerage account
designated by the Plan Administrator and kept in such account pursuant to a
participation agreement (which shall be uniform) between each Participant and
the Company and subject to the conditions described therein.
(c) In the event that the aggregate number of shares which all
Participants elect to purchase during a Participation Period shall exceed the
number of shares remaining available for issuance under the Plan, then the
number of shares to which each Participant shall become entitled shall be
determined by multiplying the number of shares available for issuance by a
fraction the numerator of which is the sum of the number of shares the
Participant has elected to purchase pursuant to Section 5, and the denominator
of which is the sum of the number of shares which all employees have elected to
purchase pursuant to Section 5. Any cash amount remaining in the Participant's
Plan Account under these circumstances shall be refunded to the Participant.
(d) Any amount remaining in the Participant's Plan Account
caused by a surplus due to fractional shares after deducting the amount of the
Purchase Price for the number of whole shares issued to the Participant shall be
carried over in the Participant's Plan Account for the succeeding Participation
Period, without interest. Any amount remaining in the Participant's Plan Account
caused by anything other than a surplus due to fractional shares shall be
refunded to the Participant in cash, without interest.
(e) As soon as practicable following the end of each
Participation Period, the Company shall deliver to each Participant a Plan
Account statement setting forth the amount of payroll deductions, the purchase
price, the number of shares purchased and the remaining cash balance, if any.
Section 10. Withdrawal From the Plan.
A Participant may elect to withdraw from participation under the Plan
at any time up to the last day of a Participation Period by filing the
prescribed form with the Plan Administrator.
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As soon as practicable after a withdrawal, payroll deductions shall cease and
all amounts credited to the Participant's Plan Account will be refunded in cash,
without interest. A Participant who has withdrawn from the Plan shall not be a
Participant in future Participation Periods, unless he or she again enrolls in
accordance with the provisions of Section 5.
Section 11. Effect of Termination of Employment or Death.
(a) Termination of employment as an Eligible Employee for any
reason, including death, shall be treated as an automatic withdrawal from the
Plan under Section 10. A transfer from one Participating Company to another
shall not be treated as a termination of employment.
(b) 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 purchase of shares 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 last day of a
Participation Period.
(c) 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 in the absence of a valid designation of a beneficiary who is living
at the time of such Participant's death, the Company shall deliver such shares
and/or cash in accordance with the Participant's designation of beneficiaries
under the Integrated Device Technology, Inc. Long Term Incentive Plan; or, in
the absence of such designation, 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.
Section 12. Rights Not Transferable.
The rights or interests of any Participant in the Plan, or in any Stock
or moneys to which he or she may be entitled under the Plan, shall not be
transferable by voluntary or involuntary assignment or by operation of law, or
by any other manner other than as permitted by the Code or by will or the laws
of descent and distribution. If a Participant in any manner attempts to
transfer, assign or otherwise encumber his or her rights or interest under the
Plan, other than as permitted by the Code or by will or the laws of descent and
distribution, such act shall be treated as an automatic withdrawal under Section
10.
Section 13. Recapitalization, Etc.
(a) The aggregate number of shares of Stock offered under the
Plan, the number and price of shares which any Participant has elected to
purchase pursuant to Section 5 and the maximum number of shares which a
Participant may elect to purchase under the Plan in any Participation Period
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Stock resulting from a subdivision or consolidation of shares
or any
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other capital adjustment, the payment of a stock dividend, or other increase or
decrease in such shares effected without receipt of consideration by the
Company.
(b) In the event of a dissolution or liquidation of the
Company, or a merger or consolidation to which the Company is a constituent
corporation, this Plan shall terminate, unless the plan of merger, consolidation
or reorganization provides otherwise, and all amounts which each Participant has
paid towards the Purchase Price of Stock hereunder shall be refunded, without
interest.
(c) The Plan shall in no event be construed to restrict in any
way the Company's right to undertake a dissolution, liquidation, merger,
consolidation or other reorganization.
Section 14. Limitation on Stock Ownership.
Notwithstanding any provision herein to the contrary, no Participant
shall be permitted to elect to participate in the Plan (i) if such Participant,
immediately after his or her election to participate, would own stock possessing
five percent (5%) or more of the total combined voting power or value of all
classes of stock of the Company or any parent or Subsidiary of the Company, or
(ii) if under the terms of the Plan the rights of the Employee to purchase Stock
under this Plan and all other qualified employee stock purchase plans of the
Company or its Subsidiaries would accrue at a rate which exceeds twenty-five
thousand dollars ($25,000) of the Fair Market Value of such Stock (determined at
the time such right is granted) for each calendar year for which such right is
outstanding at any time. For purposes of this Section 14, ownership of stock
shall be determined by the attribution rules of Section 425(d) of the Code, and
Participants shall be considered to own any stock which they have a right to
purchase under this or any other stock plan.
Section 15. No Rights as an Employee.
Nothing in the Plan shall be construed to give any person the right to
remain in the employ of a Participating Company. Each Participating Company
reserves the right to terminate the employment of any person at any time and for
any reason.
Section 16. Rights as a Stockholder.
A Participant shall have no rights as a stockholder with respect to any
shares he or she may have a right to purchase under the Plan until the date of
issuance of a stock certificate to the brokerage account designated by the Plan
Administrator for shares of Stock issued pursuant to the Plan.
Section 17. 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 in separate accounts.
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Section 18. Amendment or Termination of the Plan.
The Board of Directors shall have the right to amend, modify or
terminate the Plan at any time without notice. An amendment of the Plan shall be
subject to shareholder approval only to the extent required by applicable laws,
regulations or rules.
Section 19. Governing Law.
The Plan shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Delaware.
To record the adoption of this amended and restated Plan, the Company
has caused its authorized officer to execute the same this 25th day of August,
1993.
INTEGRATED DEVICE TECHNOLOGY, INC.
By:
-------------------------------------------------
Jack Menache
Its: Vice President, General Counsel and Secretary
EXHIBIT 5.1
September 26, 1997
Integrated Device Technology, Inc.
2975 Stender Way
Santa Clara, CA 95054
Gentlemen/Ladies:
At your request, I, your General Counsel, have examined the
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
you with the Securities and Exchange Commission (the "Commission") on or about
September 26, 1997 in connection with the registration under the Securities Act
of 1933, as amended, of an aggregate of 3,750,000 shares of your Common Stock,
$.001 par value (the "Stock"), subject to issuance by you upon the exercise of
(a) stock options granted or to be granted by your under your 1994 Stock Option
Plan, as amended (the "1994 Option Plan") or (b) purchase rights granted or to
be granted under your 1984 Employee Stock Purchase Plan, as amended (the
"Purchase Plan").
It is my opinion that the 3,750,000 shares of Stock that may be issued
and sold by you upon the exercise of (a) stock options granted or to be granted
under the 1994 Option Plan and (b) purchase rights granted or to be granted
under the Purchase Plan, when issued and sold in accordance with the applicable
plan and stock option or purchase agreements to be entered into thereunder, and
in the manner referred to in the relevant Prospectus associated with the
Registration Statement, will be validly issued, fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to me, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.
This opinion speaks only as of its date and is intended solely for the
your use as an exhibit to the Registration Statement for the purpose of the
above sale of the Stock and is not to be relied upon for any other purpose.
Very truly yours,
/s/ Jack Menache
-------------------------------------------------
Jack Menache,
Vice President, General Counsel and Secretary
Integrated Device Technology, Inc.
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 April 18, 1997 which appears on page
45 of Integrated Device Technology, Inc.'s Annual Report on Form 10-K for the
fiscal year ended March 30, 1997.
Price Waterhouse LLP
San Jose, California
September 26, 1997
