<PAGE>
As filed with the Securities and Exchange Commission on March 17, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------------
NATIONAL SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S><C>
DELAWARE 95-2095071
(State or other jurisdiction of 2900 Semiconductor Drive (I.R.S. Employer
incorporation or organization) P.O. Box 58090 Identification Number)
</TABLE>
Santa Clara, California 95052-8090
(Address of principle executive offices)
Registrant's telephone number including area code: (408) 721-5000
_____________________________
1995 STOCK OPTION PLAN FOR OFFICERS AND KEY EMPLOYEES OF
MEDIAMATICS, INC. and
1997 STOCK OPTION PLAN OF MEDIAMATICS, INC.
(Full title of the plans)
_________________
JOHN M. CLARK III, Esq.
Senior Vice President, General Counsel
and Secretary
NATIONAL SEMICONDUCTOR CORPORATION
2900 Semiconductor Drive, P.O. Box 58090
Santa Clara, CA 95052-8090
(408)721-5000
(Name, address and telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
Title of Securities Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share (1) Offering Price (1) Fee (1)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options to Purchase
Common Stock 759,907 (2) --- --- ---
- --------------------------------------------------------------------------------------------------------------
Common Stock
$0.50 par value 759,907 $2.23 $1,696,848.70 $ 514.14
- --------------------------------------------------------------------------------------------------------------
Preferred Stock (3) --- --- ---
Purchase Rights
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated for the purpose of calculating the registration fee pursuant
to Rule 457(h) on the basis of the exercise prices at which options
granted under the subject plans may be exercised.
(2) The Registrant is also registering the grant of options to purchase the
759,907 shares of its Common Stock covered hereby.
(3) Each share of Common Stock includes one Preferred Stock Purchase Right
issued under the Rights Agreement, dated as of August 8, 1988, as
amended, between the Registrant and The First National Bank of Boston,
as Rights Agent.
<PAGE>
PART I
EXPLANATORY NOTES
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8. The documents containing the information specified in Part
I will be delivered to the participants in the Plan as required by the
Securities Act of 1933 (the "Securities Act") Rule 428(b). Such documents are
not being filed as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.
This Registration Statement covers the grant of options, and the sale of
shares to the holders of such options upon exercise thereof, under the 1995
Stock Option Plan for Officers and Key Employees of Mediamatics, Inc. (the "1995
Plan") and the 1997 Stock Option Plan of Mediamatics, Inc. (the "1997 Plan" and
together with the 1995 Plan, the "Plans"). Effective March 17, 1997, National
Semiconductor Corporation assumed the outstanding obligations of Mediamatics,
Inc. under the Plans and related stock option agreements. In connection
therewith, upon the exercise of an outstanding option under either Plan, the
holder of the option will receive 0.1757012 shares of Common Stock of National
Semiconductor Corporation per share of common stock of Mediamatics, Inc.
underlying the holder's option. No additional options will be granted under the
Plans.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed with the Commission by
National Semiconductor Corporation (the "Company", also referred to herein as
the "Registrant") are hereby incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended May
26, 1996, including the portions of the Company's 1996 Annual Report
and the Company's Proxy Statement for the 1996 Annual Meeting of
Stockholders incorporated therein by reference;
(b) The Company's Quarterly Report on Form 10-Q for the period ended
August 25, 1996; the Company's Quarterly Report on Form 10-Q for the
period ended November 24, 1996; and the Company's Current Report on
Form 8-K dated January 28, 1997;
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed September 8, 1970; and
(d) The description of the Preferred Stock Purchase Rights contained in
the Company's Registration Statement on Form 8-A filed August 9, 1988
and any amendments thereto filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Section 13(a), 13(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 part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statements. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The 1995 Plan authorizes the grant of options to purchase up to
843,366 shares of Common Stock, to eligible employees of Mediamatics Inc. As of
March 17. 1997, options to purchase 406,133 shares had been granted under the
1995 Plan. No additional options will be granted under this plan. The average
exercise price of the outstanding options is $1.70. The options may be
exercised at a rate of 20% per year over five years from the date the option was
granted. The 1997 Plan authorizes the grant of options to purchase up to
428,447 shares of Common Stock, to eligible employees of Mediamatics Inc. As of
March 17 1997, options to purchase 353,774 shares of Common Stock had been
granted under the 1997 Plan. No additional options will be granted under this
plan. The average exercise price of the outstanding options is $2.85. The
options may be exercised at a rate of 20% per year over five years from the date
the option
II-1
<PAGE>
was granted. The Company's Common Stock is registered under Section 12 of the
Exchange Act and thus, the requirements of Item 4 with respect thereto are not
applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102 of the Delaware General Corporation Law (the "DGCL")
allows a corporation to eliminate the personal liability of directors of a
corporation to the corporation or to any of its stockholders for monetary
damages for a breach of fiduciary duty as a director, except (i) for breach of
the director's duty of loyalty, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) for
certain unlawful dividends and stock repurchases, or (iv) for any transaction
from which the director derived an improper personal benefit. Article
Thirteenth of the Company's Second Restated Certificate of Incorporation (the
"Certificate") provides that no director shall be personally liable to the
Company or its stockholders for monetary damages for any breach of his fiduciary
duty as a director, except as provided in Section 102 of the DGCL.
Section 145 of the DGCL provides that in the case of any action other
than one by or in the right of the corporation, a corporation may indemnify any
person who was or is a party, or is threatened to be made a party to any action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
in such capacity on behalf of another corporation or enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interest of the corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Section 145 of the DGCL provides that in the case of an action by or
in the right of a corporation to procure a judgment in its favor, a corporation
may indemnify any person who was or is a party, or is threatened to be made a
party to any action or suit by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is was serving at
the request of the corporation in such capacity on behalf of another corporation
or enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted under standards similar to those set forth in the
preceding paragraph, except that no indemnification may be made in respect of
any action or claim as to which such person shall have been adjudged to be
liable to the corporation, unless a court determines that such person is fairly
and reasonably entitled to indemnification.
Article Thirteenth of the Company's Certificate provides that the
Company shall to the extent permitted by law indemnify any person for all
liabilities incurred by or imposed upon him as a result of any action or
threatened action, suit or proceeding, whether civil, criminal, administrative
or investigative, in which he shall be involved by reason of the fact that he is
or was serving as a director, officer or employee of the Company, or that, at
the request of the Company, he is or was serving another corporation or
enterprise in any capacity. Article VIII of the Company's By-Laws provides for
indemnification of any person who was or is a party to any threatened, pending
or completed action, or to any derivative proceeding by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or was
serving at the request of the corporation in that capacity for another
corporation, if he acted in good faith and in
II-2
<PAGE>
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct unlawful.
The Company has purchased and maintains at its expense, on behalf of
directors and officers, insurance, within certain limits, covering liabilities
that may be incurred by them in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. TABLE OF EXHIBITS
4.1 Second Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference from the Exhibits to the Company's Registration
Statement on Form S-3 Registration No. 33-52775, which became effective
March 22, 1994); Certificate of Amendment of Certificate of Incorporation
dated September 30, 1994 (incorporated by reference from the Exhibits to
the Company's Registration Statement on Form S-8 Registration No. 333-
09957 which became effective August 12, 1996).
4.2 By-Laws of the Company (incorporated by reference from the Exhibits to the
Company's 10-Q for the quarter ended November 21, 1996, filed December 20,
1996).
4.3 Form of Common Stock Certificate (incorporated by reference from the
Exhibits to the Company's Registration Statement on Form S-3 Registration
No. 33-48935, which became effective October 5, 1992).
4.4 Rights Agreement (incorporated by reference from the Exhibits to the
Company's Registration Statement on From 8-A filed August 10, 1988); First
Amendment to the Rights Agreement dated as of October 31, 1995
(incorporated by reference from the Exhibits to the Company's Amendment
No. 1 to the Registration Statement on Form 8-A filed December 11, 1995);
and Second Amendment to the Rights Agreement dated as of December 17, 1996
(incorporated by reference from the Exhibits to the Company's Amendment
No. 2 to the Registration Statement on Form 8-A filed January 17, 1997).
5.1 Opinion re: Legality
10.1 1995 Stock Option Plan for Officers and Key Employees of Mediamatics, Inc.
10.2 1997 Stock Option Plan of Mediamatics, Inc.
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (Included in Exhibit 5)
24.1 Power of Attorney
ITEM 9. UNDERTAKINGS
II-3
<PAGE>
(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;
(ii) to reflect in the Prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement, and
(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) shall
not apply to information contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (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; and
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, 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 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-4
<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, California, on the 13th day of March,
1997.
NATIONAL SEMICONDUCTOR CORPORATION
By BRIAN L. HALLA*
------------------------------
Brian L. Halla
Chairman of the Board, and Chief
Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY OR ON BEHALF OF THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 13TH DAY OF MARCH, 1997.
BRIAN L. HALLA* Chairman of the Board, President
- ------------------------------ and Chief Executive Officer
(Brian L. Halla) (Principal Executive Officer)
DONALD MACLEOD* Executive Vice President, Finance
- ------------------------------ and Chief Financial Officer
(Donald MacLeod) (Principal Financial Officer)
RICHARD D. CROWLEY, JR.* Vice President and Controller
- ------------------------------ (Principal Accounting Officer)
(Richard D. Crowley, Jr.)
GARY P. ARNOLD* Director
- ------------------------------
(Gary P. Arnold)
ROBERT BESHAR* Director
- ------------------------------
(Robert Beshar)
EDWARD R. McCRACKEN* Director
- ------------------------------
(Edward R. McCracken)
MODESTO A. MAIDIQUE* Director
- ------------------------------
(Modesto A. Maidique)
J. TRACY O'ROURKE* Director
- ------------------------------
(J. Tracy O'Rourke)
CHARLES E. SPORCK* Director
- ------------------------------
(Charles E. Sporck)
DONALD E. WEEDEN* Director
- ------------------------------
(Donald E. Weeden)
By: /s/ JOHN M. CLARK III
---------------------------
John M. Clark III
Attorney-in-Fact
II-5
<PAGE>
NATIONAL SEMICONDUCTOR CORPORATION
EXHIBIT INDEX
Description of Exhibit
- --------------------------------------------------------------------------------
4.1 Second Restated Certificate of Incorporation of the Company, as
amended (incorporated by reference from the Exhibits to the
Company's Registration Statement on Form S-3 Registration No. 33-
52775, which became effective March 22, 1994); Certificate of
Amendment of Certificate of Incorporation dated September 30,
1994 (incorporated by reference from the Exhibits to the
Company's Registration Statement on Form S-8 Registration No.
333-09957 which became effective August 12, 1996.)
4.2 By-Laws of the Company (incorporated by reference from the
Exhibits to the Company's 10-Q for the quarter ended November 24,
1996, filed December 20, 1996.)
4.3 Form of Common Stock Certificate (incorporated by reference from
the Exhibits to the Company's Registration Statement on Form S-3
Registration No. 33-48935, which became effective October 5,
1992).
4.4 Rights Agreement (incorporated by reference from the Exhibits to
the Company's Registration Statement on From 8-A filed August 10,
1988). First Amendment to the Rights Agreement dated as of
October 31, 1995 (incorporated by reference from the Exhibits to
the Company's Amendment No. 1 to the Registration Statement on
Form 8-A filed December 11, 1995). Second Amendment to the
Rights Agreement dated as of December 17, 1996 (incorporated by
reference from the Exhibits to the Company's Amendment No. 2 to
the Registration Statement on Form 8-A filed January 17, 1997.)
5.1 Opinion re: Legality
10.1 1995 Stock Option Plan for Officers and Key Employees of
Mediamatics, Inc.
10.2 1997 Stock Option Plan of Mediamatics, Inc.
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (Included in Exhibit 5.1)
24.1 Power of Attorney
II-6
<PAGE>
EXHBIT 5.1
[LETTERHEAD]
March 17, 1997
National Semiconductor Corporation
2900 Semiconductor Drive
Santa Clara, CA 95052
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") which National Semiconductor Corporation (the
"Company") intends to file with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended,
of (i) options outstanding as of the date hereof (the "Options") to purchase an
aggregate of 759,907 shares of Common Stock, par value of $.50 per share, of the
Company (the "Shares") granted under the 1995 Stock Option Plan for Officers and
Key Employees of Mediamatics, Inc. dated January 1, 1995, as amended, and the
1997 Stock Option Plan of Mediamatics, Inc. dated February 27, 1997
(collectively, the "Plans") and (ii) the sale by the Company of the Shares
pursuant to the Plans and the stock option agreements relating to the Options
(the "Option Agreements"). Effective March 17, 1997, National assumed the
obligations of Mediamatics, Inc. under the Plans and the Option Agreements.
We are familiar with the proceedings undertaken and to be taken by the
Company in connection with the Options and the Options Agreements and the
authorization, issuance and sale by the Company of the Shares. Additionally, we
have examined such questions of law and fact as we have considered necessary or
appropriate for purposes of this opinion.
Our opinion herein is limited to the effect on the subject transaction
of United States Federal law, the General Corporation Law of the State of
Delaware and with respect
<PAGE>
National Semiconductor Corporation
March 17, 1997
Page 2
to paragraph 1 below, the internal laws of the State of California. We assume
no responsibility regarding the applicability to, or the effect thereon, of the
laws of any other jurisdiction.
Subject to the foregoing and the other qualifications set forth
herein, we are of the opinion that as of the date hereof:
1. Each applicable Option Agreement constitutes a valid and legally
binding obligation of the Company, enforceable against the Company in accordance
with its terms.
2. The Shares have been duly authorized, and upon issuance of the
Shares under the terms of the Plans and applicable Option Agreements and
delivery and payment therefor of legal consideration in excess of the aggregate
par value of the Shares issued, such Shares will be validly issued, fully paid
and nonassessable.
The opinion set forth in paragraph 1 above is subject to the following
exceptions, limitations and qualifications: (i) the effect of bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to or affecting the rights and remedies of creditors; (ii) the
effect of general principles of equity, including without limitation, concepts
of materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, regardless of
whether enforcement is considered in a proceeding in equity or at law, and the
discretion of the court before which any proceeding therefor may be brought;
(iii) the effect of California law, which provides that a court may refuse to
enforce, or may limit the application of, a contract or any clause thereof which
the court finds as a matter of law to have been unconscionable at the time it
was made or contrary to public policy; and (iv) certain rights, remedies and
waivers contained in the Option Agreements may be limited or rendered
ineffective by applicable California laws or judicial decisions governing such
provisions, but such laws or judicial decisions do not render the Option
Agreements invalid or unenforceable as a whole.
To the extent that the obligations of the Company under the applicable
Option Agreements may be dependent upon such matters, we assume for purposes of
this opinion that each Option Agreement has been duly authorized, executed and
delivered by the applicable Option holder and constitutes a legally valid,
binding and enforceable obligation of the Option holder, enforceable against the
Option holder in accordance with its terms; and that the Option holder has the
requisite legal power and authority to perform his or her obligations under each
such Option Agreement.
<PAGE>
National Semiconductor Corporation
March 17, 1997
Page 3
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
<PAGE>
EXHIBIT 10.1
1995 STOCK OPTION PLAN FOR OFFICERS AND KEY EMPLOYEES
OF
MEDIAMATICS, INC.(1)
MEDIAMATICS, Inc., a California corporation, hereby adopts this Stock
Option Plan for the full-time, salaried officers and key Employees of the
Company. The purposes of this Plan are as follows:
(1) To further the growth, development and financial success of the
Company by providing additional incentives to its officers and key Employees who
have been or will be given responsibility for the management or administration
of the Company's business affairs, or who are considered to have contributed
meaningfully to the success of the Company, by assisting them to become owners
of common stock of the Company and thus to benefit directly from its growth,
development and financial success.
(2) To enable the Company to obtain and retain the services of the type of
professional, technical, managerial and other employees considered essential to
the long-range success of the Company by providing and offering them an
opportunity to become owners of common stock of the Company under options, some
of which are intended to qualify as "incentive stock options" under section 422
of the Internal Revenue Code of 1986, as amended.
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Plan, they shall have the
meaning specified below unless the context clearly indicates to the contrary.
SECTION 1.1 COMPANY
"Company" shall mean MEDIAMATICS, INC.
SECTION 1.2 PLAN ADMINISTRATOR
"Plan Administrator" shall mean the Board of Directors of the Company
or a committee of three (3) or more members of the Board appointed by the Board
to administer the Plan. Members of the committee shall serve for such period of
time as the Board may
- --------------------
(1) This plan was assumed by National Semiconductor Corporation on March 17,
1997. In connection therewith, upon the exercise of an outstanding option under
this plan, the holder of the option will receive .1757012 shares of common stock
of National Semiconductor Corporation per share of common stock of Mediamatics,
Inc. underlying the holder's option.
<PAGE>
determine and shall be subject to removal by the Board at any time. The Board
may at any time terminate the functions of the committee and reassume all powers
and authority previously delegated to the committee.
SECTION 1.3 EMPLOYEE
"Employee" shall mean any employee (as defined in accordance with the
Regulations and Revenue Rulings then applicable under section 3401(c) of the
Code) of the Company, or of any corporation which is then a Parent Corporation
or a Subsidiary, whether such employee is so employed at the time this Plan is
adopted or becomes so employed subsequent to the adoption of this Plan.
SECTION 1.4 CODE
"Code" shall mean the Internal Revenue Code of 1986, as amended.
SECTION 1.5 INCENTIVE STOCK OPTION
"Incentive Stock Option" shall mean an Option which qualifies under
section 422 of the Code and which is designated as an Incentive Stock Option by
the Plan Administrator.
SECTION 1.6 NON-STATUTORY OPTION
"Non-Statutory Option" shall mean an Option which is not an Incentive
Stock Option and which is designated as a Non-Statutory Option by the Board.
SECTION 1.7 COMMON STOCK
"Common Stock" shall mean the Company's no par value common stock.
SECTION 1.8 OPTION
"Option" shall mean an option to purchase common stock, no par value,
of the Company, granted under the Plan.
SECTION 1.9 OPTIONEE
"Optionee" shall mean an Employee to whom an Option is granted under
the Plan.
SECTION 1.10 PLAN
"Plan" shall mean this Stock Option Plan for Officers and Key
Employees of Mediamatics, Inc.
2
<PAGE>
SECTION 1.11 PARENT CORPORATION
"Parent Corporation" shall mean any corporation in an unbroken chain
of corporations ending with the Company if each of the corporations other than
the Company then 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.
SECTION 1.12 SUBSIDIARY
"Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain then 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.
SECTION 1.13 PRONOUNS
The masculine pronoun shall include the feminine and neuter and the
singular shall include the plural, where the context so indicates.
ARTICLE II
SHARES SUBJECT TO PLAN
SECTION 2.1 SHARES SUBJECT TO PLAN
There shall be reserved for issue upon the exercise of Options granted
under the Plan 4.8 million (4,800,000) shares of Common Stock.
SECTION 2.2 LIMITATION ON INCENTIVE STOCK OPTION GRANTS
Subject to the overall limitations of section 2.1 above, the maximum
aggregate fair market value (determined as of the time the Option is granted) of
the Common Stock for which any officer or key Employee may be granted an
Incentive Stock Option which either becomes exercisable or vests for the first
time in any calendar year under the Plan shall not exceed One Hundred Thousand
Dollars ($100,000) with respect to such Employee.
SECTION 2.3 UNEXERCISED OPTION
If any Option expires or is cancelled without having been fully
exercised, the number of shares subject to such Option but as to which such
Option was not exercised prior to its expiration or cancellation may again be
subject to Options granted under this Plan, subject to the limitations of
sections 2.1 and 2.2 above.
3
<PAGE>
ARTICLE III
GRANTING OF OPTIONS
SECTION 3.1 ELIGIBILITY
Any full-time, salaried officer or full-time key Employee of the
Company shall be eligible to be granted an Option, except as provided in section
3.2; and provided that no director of the Company who is not also an eligible
Employee whose customary work week consists of at least forty (40) hours in the
employ of the Company (or a Parent or Subsidiary) shall be eligible to receive
an Option under this Plan.
SECTION 3.2 QUALIFICATION OF INCENTIVE STOCK OPTION
No Incentive Stock Option shall be granted unless such Option, when
granted, qualifies as an "incentive stock option" under section 422 of the Code.
SECTION 3.3 GRANTING OF OPTION
(a) The Plan Administrator shall from time to time, in its absolute
discretion:
(i) Determine which Employees are eligible under the Plan and
select from among these Employees such of them as in its opinion should be
granted an Option; and
(ii) Determine the number of shares to be subject to such
Option granted to such selected eligible Employees, and determine whether such
Option is to be an Incentive Stock Option or a Non-Statutory Option; and
(iii) Determine the terms and conditions of such Option,
consistent with the Plan.
(b) No Option shall be granted to any Employee who, at the time such
option would be granted, owns Common Stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company,
or of any Parent or Subsidiary, unless the Option price (as provided in section
4.2) is not less than one hundred ten percent (110%) of the fair market value of
the Common Stock on the date the Option is granted and the period within which
the Option may be exercised (as provided in section 4.4 below) does not exceed
five (5) years from the date the Option is granted.
ARTICLE IV
TERMS OF OPTION
SECTION 4.1 OPTION AGREEMENT
Each Option shall be evidenced by a written Stock Option Agreement,
which shall be executed by the Optionee and an authorized officer of the Company
and which shall contain such terms and conditions as the Plan Administrator
shall determine, consistent with
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the Plan. Each Incentive Stock Option Agreement shall contain such terms and
conditions as may be necessary to qualify such Option as an "incentive stock
option" under section 422 of the Code.
SECTION 4.2 OPTION PRICE
(a) The price of the shares subject to each Option shall be set by
the Plan Administrator; provided, however, that in no event shall the price per
share be less than eighty-five percent (85%) of the fair market value of such
shares on the date such Option is granted; provided, further, that the price per
share shall not be less than one hundred ten percent (110%) of the fair market
value of such shares on the date such Option is granted in the case of an
individual then owning (within the meaning of section 424(d) of the Code) more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company, any Subsidiary or any Parent Corporation.
(b) For the purpose of section 4.2(a) above, the fair market value of
a share of the Company's Common Stock on the date the Option is granted shall
be: (i) the closing price of a share of the Company's Common Stock on the
principal exchange on which shares of the Company's Common Stock are then
trading, if any, on such date, or, if shares were not traded on such date, then
on the next preceding trading day during which a sale occurred; or (ii) if such
Common Stock is not traded on an exchange but quoted on Nasdaq or a successor
quotation system, (1) the last sale price (if the Common Stock is then listed as
a National Market Issue under the NASD National Market System) or (2) the mean
between the closing representative bid and asked prices (in all other cases) for
the Common Stock on such date as reported by Nasdaq or such successor quotation
system; or (iii) if such Common Stock is not publicly traded on an exchange and
not quoted on Nasdaq or a successor quotation system, the mean between the
closing bid and asked prices for the Common Stock on such date as determined in
good faith by the Plan Administrator; or (iv) if the Company's Common Stock is
not publicly traded, the fair market value established by the Plan Administrator
acting in good faith considering book value, earnings history and prospects of
the Company in light of market conditions generally.
SECTION 4.3 COMMENCEMENT OF EXERCISABILITY
(a) At a minimum, the Optionee shall have the right to exercise the
Option at the rate of at least twenty percent (20%) per year over five (5) years
from the date the Option is granted.
(b) Subject to the provisions of sections 4.3(a), 4.3(c) and 7.3 of
this Plan, each Option shall become exercisable at such time and in such
installments (which may be cumulative) as the Plan Administrator shall provide
in the terms of each individual Stock Option Agreement; provided, however, that
by a resolution adopted after an Option is granted the Plan Administrator may,
on such terms and conditions as it may determine to be appropriate and subject
to sections 4.3(a), 4.3(c) and 7.3 of this Plan, accelerate the time at which
such Option or any portion thereof may be exercised.
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(c) No portion of an Option which is unexercisable at the time of
Employee's death, disability, retirement or termination of employment (as
defined in section 5.7 below) shall thereafter become exercisable.
SECTION 4.4 EXPIRATION OF OPTIONS
The period or periods within which an Option may be exercised shall be
determined by the Plan Administrator at the time the Option is granted but shall
in no event exceed ten (10) years from the date the Option is granted.
SECTION 4.5 CONSIDERATION
In consideration of the granting of the Option, the optionee shall
agree, in the written Stock Option Agreement, to remain in the employ of the
Company or a Subsidiary for a period of not less than one year after the Option
is granted. Nothing in this Plan or in any Stock Option Agreement under this
Plan shall confer upon any Optionee any right to continue in the employ of the
Company or any Subsidiary or Parent Corporation or shall interfere with or
restrict in any way the rights of the Company and any Subsidiary or Parent
Corporation, which are hereby expressly reserved, to discharge any Optionee at
any time for any reason whatsoever, with or without good cause.
SECTION 4.6 MERGER, CONSOLIDATION, ACQUISITION, LIQUIDATION OR
DISSOLUTION
In its absolute discretion and on such terms and conditions as it
deems appropriate, the Plan Administrator may provide by a resolution adopted
prior to the occurrence of a Change Transaction (as defined herein) that Options
outstanding hereunder may be (A) exercised after (i) the merger, consolidation
or other reorganization of the Company (whether or not the Company is the
surviving or continuing corporation thereafter), (ii) the acquisition by another
person, corporation or other entity of all or substantially all of the Company's
assets or 80% or more of the Company's then outstanding voting stock or
(iii) the liquidation or dissolution of the Company (a "Change Transaction"),
for the same consideration that would have been received by the Optionees in
such Change Transaction had such Optionees exercised their respective Options
immediately prior to the consummation of such Change Transaction or the record
date therefor or (B) terminated upon the occurrence of such Change Transaction.
The Plan Administrator may also provide, in its absolute discretion and on such
terms and conditions as it deems appropriate, by a resolution adopted prior to
the occurrence of the Change Transaction, that, for some period of time prior to
or after such event, such Option shall be exercisable as to all shares covered
thereby, notwithstanding anything to the contrary in Section 4.3(a) above,
Section 4.3(b) above and/or any installment provisions of such Option.
ARTICLE V
EXERCISE OF OPTIONS
SECTION 5.1 PERSON ELIGIBLE TO EXERCISE
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During the lifetime of the Optionee, the Option shall be exercisable
only by the Optionee and shall not be assignable or transferable by the
Optionee. After the death of the Optionee, any exercisable portion of an Option
may, prior to the time when such portion becomes unexercisable under sections
4.4 or 4.6 above, be exercised by his personal representative or by any person
empowered to do so under the deceased Optionee's will or under the then
applicable laws of descent and distribution.
SECTION 5.2 PARTIAL EXERCISE
At any time and from time to time prior to the time when any
exercisable Option or exercisable portion thereof becomes unexercisable under
sections 4.4 or 4.6 above, such Option or portion thereof may be exercised in
whole or in part; provided, however, that the Company shall not be required to
issue fractional shares and the Plan Administrator may, by the terms of the
specific Stock Option Agreement, require any partial exercise to be with respect
to a specified minimum number of shares.
SECTION 5.3 MANNER OF EXERCISE
An exercisable Option, or any exercisable portion thereof, may be
exercised solely by delivery to the secretary of the Company or his office of
all of the following prior to the time when such Option or such portion becomes
unexercisable under sections 4.4 or 4.6 above:
(a) Notice in writing signed by the Optionee or other person then
entitled to exercise such Option or portion, stating that such Option or portion
is exercised (and such notice must comply with all applicable rules established
by the Plan Administrator); and
(b) Subject to section 5.4 below, full payment (in cash or by check)
for the shares with respect to which such Option or portion is thereby
exercised; and
(c) Such representations and documents as the Plan Administrator, in
its absolute discretion, deems necessary or advisable to effect compliance with
all applicable provisions of the Securities Act of 1933, as amended, and any
other federal or state securities laws or regulations. The Plan Administrator
may in its absolute discretion, also take whatever additional actions it deems
appropriate to effect such compliance including, without limitation, placing
legends on share certificates and issuing stop-transfer orders to transfer
agents and registrars; and
(d) In the event that the Option or portion thereof shall be
exercised pursuant to section 5.1 above by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons to exercise
the Option or portion thereof.
SECTION 5.4 LOANS OR GUARANTEE OF LOANS
The Plan Administrator may assist any Optionee (including any officer
or director) in the exercise of one or more Options under the Plan by (a)
authorizing the extension
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of a loan to such Optionee from the Company, (b) permitting the Optionee to pay
the Option price for the purchased Common Stock in installments over a period of
years or (c) authorizing a guarantee by the Company of a third-party loan to the
Optionee. The terms of any loan, installment method of payment or guarantee
(including the interest rate and terms of repayment) will be established by the
Plan Administrator in its sole discretion. Loans, installment payments and
guarantees may be granted without security or collateral.
SECTION 5.5 DEATH
Upon the death of an Employee, any Option which he holds may be
exercised at least six (6) months after the date of his death by the Employee's
representative or by any other person entitled to exercise such Option under his
will or the laws of intestate succession.
SECTION 5.6 DISABILITY
Upon the permanent and total disability of an Employee (as defined in
section 22(e)(3) of the Code), any Option which he holds may be exercised by him
at least six (6) months after the date of his termination of employment
resulting from such disability.
SECTION 5.7 RETIREMENT
Upon the voluntary retirement of an Employee at or after reaching
sixty-five (65) years of age, an Option may be exercised by him with respect to
all or any portion of the balance of the Common Stock subject thereto at least
thirty (30) days after the date of his retirement. The Option shall terminate
upon the expiration of such period unless the Employee dies prior to that
expiration date, in which event he shall be deemed to have died on the date of
his retirement.
SECTION 5.8 TERMINATION OF EMPLOYMENT
In the event an Employee leaves the employ of the Company for any
reason other than as set forth in sections 5.5 through 5.7 above, any Option
which he holds may be exercised by him at least (30) days within such period
after the date of his termination of employment.
SECTION 5.9 SECURITIES LAW REQUIREMENTS
(a) The Plan Administrator may require an Employee, as a condition of
either the grant or the exercise of an Option, to represent and establish to the
satisfaction of the Plan Administrator that all shares of Common Stock acquired
upon the exercise of such Option will be acquired for investment and not for
resale. The Plan Administrator may permit the sale or other disposition of any
Common Stock acquired pursuant to any such representation if it is satisfied
that such sale or other disposition would not be in contravention of applicable
state or federal securities law.
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(b) No shares of Common Stock shall issue upon the exercise of any
Option if counsel for the Company determines that there has not been met any
applicable registration requirement under the Securities Act of 1933, or the
Securities Exchange Act of 1934, any applicable listing requirement of any stock
exchange on which the Common Stock is listed or any other applicable provision
of state or federal law.
SECTION 5.10 RIGHTS AS SHAREHOLDERS
(a) An Optionee shall not be, nor have any of the rights or
privileges of shareholders of the Company in respect of any shares issuable upon
the exercise of any part of an Option unless and until certificates representing
such shares have been issued by the Company to such holders.
(b) Security holders shall receive a copy of the Company's financial
statements at least annually.
SECTION 5.11 TRANSFER RESTRICTIONS
The Plan Administrator, in its absolute discretion, may impose such
restrictions on the transferability of the shares issuable upon the exercise of
an Option as it deems appropriate and any such restriction shall be set forth in
the Stock Option Agreement and may be referred to on the certificates evidencing
such shares. The Plan Administrator may require the Employee to give the
Company prompt notice of any disposition of shares of Common Stock, acquired by
exercise of an Option, within two years from the date of granting such Option or
one year after the transfer of such shares to such Employee. The Plan
Administrator may direct that the certificates evidencing shares acquired by
exercise of an Option refer to such requirement to give prompt notice of
disposition.
SECTION 5.12 REPURCHASE RIGHTS
The shares of Common Stock acquired upon the exercise of an Option may
be subject to one or more repurchase rights of the Company upon the terms
provided in each individual Stock Option Agreement.
ARTICLE VI
ADMINISTRATION
SECTION 6.1 DUTIES AND POWERS OF PLAN ADMINISTRATOR
The Plan Administrator shall have full power and authority to
interpret the Plan and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent with the Plan and
to interpret, amend or revoke any such rules. Before any director is granted an
Option pursuant to section 3.1 above, the Plan Administrator must first satisfy
the requirements of California Corporations Code section 310.
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SECTION 6.2 MAJORITY RULE
The Plan Administrator shall act by a majority of its members in
office and the Plan Administrator may act either by vote at a meeting or by a
memorandum or other written instrument signed by a majority of its members.
SECTION 6.3 COMPENSATION; PROFESSIONAL ASSISTANCE; GOOD FAITH ACTIONS
Directors serving as Plan Administrator shall not receive compensation
for their services in administering the Plan, but all expenses and liabilities
they incur in connection with the administration of the Plan shall be borne by
the Company. The Plan Administrator may employ attorneys, consultants,
accountants, appraisers, brokers or other persons. The Plan Administrator, the
Company and its officers and directors, shall be entitled to rely upon the
advice, opinions or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Plan Administrator in good faith
shall be final and binding upon the Optionee, the Company and all other
interested persons. The Plan Administrator shall not be personally liable for
any action, determination or interpretation made in good faith with respect to
the Plan or any Option and all directors serving as Plan Administrator shall be
fully protected and indemnified by the Company in respect to any such action,
determination or interpretation.
ARTICLE VII
MISCELLANEOUS PROVISIONS
SECTION 7.1 OPTION NOT TRANSFERABLE
No Option or interest or right therein or part thereof shall be liable
for the debts, contracts or engagements of the Optionee or his successors in
interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy) and any attempted disposition thereof shall be null and
void and of no effect; provided, however, that nothing in this section 7.1 shall
prevent transfer by will or by the applicable laws of descent and distribution.
SECTION 7.2 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN
The Plan may be wholly or partially amended or otherwise modified,
suspended or terminated at any time or from time to time by the Plan
Administrator. However, without approval of the Company's shareholders given
within 12 months before or after the action by the Plan Administrator, no action
of the Plan Administrator may increase the limit imposed in section 2.1 on the
maximum number of shares which may be issued on exercise of Options, modify the
eligibility requirements of section 3.1, reduce the minimum Option price
requirements in section 4.2(a) or extend the limit imposed in this section 7.2
on the period during which an Option may be granted. Neither the amendment,
suspension nor termination of the Plan shall, without the consent of the
Optionee, alter or impair any rights or obligations
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under any Option granted before such event. No Option may be granted during any
period of suspension nor after termination of the Plan, and in no event may any
Option be granted under this Plan after the first to occur of the following
events:
(a) The expiration of ten years from the date the Plan is adopted by
the Plan Administrator; or
(b) The expiration of ten years from the date the Plan in approved by
the Company's shareholders under section 7.3.
SECTION 7.3 APPROVAL OF PLAN BY SHAREHOLDERS
This Plan will be submitted for the approval of the Company's
shareholders within twelve (12) months after the date of initial adoption of the
Plan by the Company's Board of Directors. An Option may be granted prior to
such shareholder approval; provided, however, that such Option shall not be
exercisable prior to the time when the Plan is approved by the shareholders;
provided, further, that if such approval has not been obtained at the end of
that twelve-month period, an Option previously granted under the Plan shall
thereupon be cancelled and become null and void.
SECTION 7.4 EFFECT OF PLAN UPON OTHER OPTIONS AND COMPENSATION PLANS
The adoption of this Plan shall not affect any other compensation or
incentive plans in effect for the Company or any Subsidiary or Parent
Corporation. Nothing in this Plan shall be construed to limit the rights of the
Company or any Subsidiary or Parent Corporation (a) to establish any other forms
of incentives or compensation for Employees of the Company or any Subsidiary or
Parent Corporation or (b) to grant or assume options otherwise than under this
Plan in connection with any proper corporate purpose, including, but not by way
of limitation, the grant or assumption of options in connection with the
acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or association.
SECTION 7.5 TITLES
Titles are provided in this Plan for convenience only and are not to
serve as a basis for interpretation or construction of the Plan.
SECTION 7.6 EFFECTIVE DATE
The Plan shall be effective as of January 1, 1995, provided that
within the twelve-month period described in section 7.3 above, it is approved at
a duly called meeting of the shareholders by the vote of the holders of a
majority of the shares present, or represented, and entitled to vote at such
meeting; or by the written consent of the holders of a majority of the shares
entitled to vote. Options may be granted but may not be exercised prior to
shareholder approval.
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I hereby certify that the foregoing Plan was duly approved by the
shareholders of MEDIAMATICS, INC. effective as of January 1, 1995.
/s/ Premnath Viswanath
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Premnath Viswanath, President
Attest:
/s/ Partha Srinivasan
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Partha Srinivasan, Secretary
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EXHIBIT 10.2
1997 STOCK OPTION PLAN
OF
MEDIAMATICS, INC.(1)
MEDIAMATICS, Inc., a California corporation, hereby adopts this Stock
Option Plan for the full-time, salaried officers and Employees of the Company.
The purposes of this Plan are as follows:
(1) To further the growth, development and financial success of the
Company by providing additional incentives to its officers and Employees who
have been or will be given responsibility for the management or administration
of the Company's business affairs, or who are considered to have contributed
meaningfully to the success of the Company, by assisting them to become owners
of common stock of the Company and thus to benefit directly from its growth,
development and financial success.
(2) To enable the Company to obtain and retain the services of the type of
professional, technical, managerial and other employees considered essential to
the long-range success of the Company by providing and offering them an
opportunity to become owners of common stock of the Company under options, some
of which are intended to qualify as "incentive stock options" under section 422
of the Internal Revenue Code of 1986, as amended.
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Plan, they shall have the
meaning specified below unless the context clearly indicates to the contrary.
1.1 COMPANY
"Company" shall mean MEDIAMATICS, INC.
1.2 PLAN ADMINISTRATOR
"Plan Administrator" shall mean the Board of Directors of the Company or a
committee of three (3) or more members of the Board appointed by the Board to
administer the Plan.
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(1) This plan was assumed by National Semiconductor Corporation on March
17, 1997. In connection therewith, upon the exercise of an outstanding option
under this plan, the holder of the option will receive .1757012 shares of common
stock of National Semiconductor Corporation per share of common stock of
Mediamatics, Inc. underlying the holder's option.
<PAGE>
Members of the committee shall serve for such period of time as the Board may
determine and shall be subject to removal by the Board at any time.
The Board may at any time terminate the functions of the committee and
reassume all powers and authority previously delegated to the committee.
1.3 EMPLOYEE
"Employee" shall mean any employee (as defined in accordance with the
Regulations and Revenue Rulings then applicable under section 3401(c) of the
Code) of the Company, or of any corporation which is then a Parent Corporation
or a Subsidiary, whether such employee is so employed at the time this Plan is
adopted or becomes so employed subsequent to the adoption of this Plan.
1.4 CODE
"Code" shall mean the Internal Revenue Code of 1986, as amended.
1.5 INCENTIVE STOCK OPTION
"Incentive Stock Option" shall mean an Option which qualifies under section
422 of the Code and which is designated as an Incentive Stock Option by the Plan
Administrator.
1.6 NON-STATUTORY OPTION
"Non-Statutory Option" shall mean an Option which is not an Incentive Stock
Option and which is designated as a Non-Statutory Option by the Board.
1.7 COMMON STOCK
"Common Stock" shall mean the Company's no par value common stock.
1.8 OPTION
"Option" shall mean an option to purchase common stock, no par value, of
the Company, granted under the Plan.
1.9 OPTIONEE
"Optionee" shall mean an Employee to whom an option is granted under the
Plan.
1.10 PLAN
"Plan" shall mean this 1997 Stock Option Plan
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1.11 PARENT CORPORATION
"Parent Corporation" shall mean any corporation in an unbroken chain of
corporations ending with the Company if each of the corporations other than the
Company then 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.
1.12 SUBSIDIARY
"Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain then 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.
1.13 PRONOUNS
The masculine pronoun shall include the feminine and neuter and the
singular shall include the plural, where the context so indicates.
ARTICLE II
SHARES SUBJECT TO PLAN
2.1 SHARES SUBJECT TO PLAN
There shall be reserved for issue upon the exercise of options granted
under the Plan two million four hundred thirty eight thousand five hundred
(2,438,500) shares of Common Stock.
2.2 LIMITATION ON INCENTIVE STOCK OPTION GRANTS
Subject to the overall limitations of section 2.1 above, the maximum
aggregate fair market value (determined as of the time the Option is granted) of
the Common Stock for which any officer or Employee may be granted an Incentive
Stock option which either becomes exercisable or vests for the first time in any
calendar year under the Plan shall not exceed One Hundred Thousand Dollars
($100,000) with respect to such Employee.
2.3 UNEXERCISED OPTION
If any Option expires or is canceled without having been fully exercised,
the number of shares subject to such Option but as to which such Option was not
exercised prior to its expiration or cancellation may again be subject to
Options granted under this Plan, subject to the limitations of sections 2.1 and
2.2 above.
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ARTICLE III
GRANTING OF OPTIONS
3.1 ELIGIBILITY
Any full-time, salaried officer or full-time Employee of the Company shall
be eligible to be granted an Option, except as provided in section 3.2; and
provided that no director of the Company who is not also an eligible Employee
whose customary work week consists of at least forty (40) hours in the employ of
the Company (or a Parent or Subsidiary) shall be eligible to receive an Option
under this Plan.
3.2 QUALIFICATION OF INCENTIVE STOCK OPTION
No Incentive Stock Option shall be granted unless such Option, when
granted, qualifies as an "incentive stock option" under section 422 of the Code.
3.3 GRANTING OF OPTION
(a) The Plan Administrator shall from time to time, in its absolute
discretion:
(i) Determine which Employees are eligible under the Plan and
select from among these Employees such of them as in its opinion should be
granted an Option; and
(ii) Determine the number of shares to be subject to such Option
granted to such selected eligible Employees, and determine whether such Option
is to be an Incentive Stock Option or a Non-Statutory Option; and
(iii) Determine the terms and conditions of such Option, consistent
with the Plan.
(b) No Option shall be granted to any Employee who, at the time such
Option would be granted, owns Common Stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company,
or of any Parent or Subsidiary, unless the Option price (as provided in section
4.2) is not less than one hundred ten percent (110%) of the fair market value of
the Common Stock on the date the Option is granted and the period within which
the Option may be exercised (as provided in section 4.4 below) does not exceed
five (5) years from the date the Option is granted.
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ARTICLE IV
TERMS OF OPTION
4.1 OPTION AGREEMENT
Each Option shall be evidenced by a written Stock Option Agreement, which
shall be executed by the Optionee and an authorized officer of the Company and
which shall contain such terms and conditions as the Plan Administrator shall
determine, consistent with the Plan. Each Incentive Stock Option Agreement
shall contain such terms and conditions as may be necessary to qualify such
Option as an "incentive stock option" under section 422 of the Code.
4.2 OPTION PRICE
(a) The price of the shares subject to each Option shall be set by the
Plan Administrator; provided, however, that the price per share shall not be
less than one hundred ten percent (110%) of the fair market value of such shares
on the date such Option is granted in the case of an individual then owning
(within the meaning of section 424(d) of the Code) more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company, any
Subsidiary or any Parent Corporation.
(b) For the purpose of section 4.2 (a) above, the fair market value of a
share of the Company's Common Stock on the date the Option is granted shall be:
(i) the closing price of a share of the Company's Common Stock on the principal
exchange on which shares of the Company's Common Stock are then trading, if any,
on such date, or, if shares were not traded on such date, then on the next
preceding trading day during which a sale occurred; or (ii) if such Common Stock
is not traded on an exchange but quoted on Nasdaq or a successor quotation
system, (1) the last sale price (if the Common Stock is then listed as a
National Market Issue under the NASD National Market System) or (2) the mean
between the closing representative bid and asked prices (in all other cases) for
the Common Stock on such date as reported by Nasdaq or such successor quotation
system; or (iii) if such Common Stock is not publicly traded on an exchange and
not quoted on Nasdaq or a successor quotation system, the mean between the
closing bid and asked prices for the Common Stock on such date as determined in
good faith by the Plan Administrator; or (iv) if the Company's Common Stock is
not publicly traded, the fair market value established by the Plan Administrator
acting in good faith considering book value, earnings history and prospects of
the Company in light of market conditions generally.
4.3 COMMENCEMENT OF EXERCISABILITY
(a) At a minimum, the Optionee shall have the right to exercise the Option
at the rate of at least twenty percent (20%) per year over five (5) years from
the date the Option is granted.
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(b) Subject to the provisions of sections 4.3(a), 4.3(c) and 7.3 of this
Plan, each Option shall become exercisable at such time and in such installments
(which may be cumulative) as the Plan Administrator shall provide in the terms
of each individual Stock Option Agreement; provided, however, that by a
resolution adopted after an Option is granted the Plan Administrator may, on
such terms and conditions as it may determine to be appropriate and subject to
sections 4.3(a), 4.3(c) and 7.3 of this Plan, accelerate the time at which such
Option or any portion thereof may be exercised.
(c) No portion of an Option which is unexercisable at the time of
Employee's death, disability (as defined in section 5.6 below), retirement (as
defined in Section 5.7 below) or termination of employment (as defined in
section 5.8 below) shall thereafter become exercisable.
4.4 EXPIRATION OF OPTIONS
The period or periods within which an Option may be exercised shall be
determined by the Plan Administrator at the time the Option is granted but shall
in no event exceed ten (10) years from the date the Option is granted.
4.5 CONSIDERATION
In consideration of the granting of the Option, the Optionee shall agree,
in the written Stock Option Agreement, to remain in the employ of the Company or
a Subsidiary for a period of not less than one year after the option is granted.
Nothing in this Plan or in any Stock Option Agreement under this Plan shall
confer upon any Optionee any right to continue in the employ of the Company or
any Subsidiary or Parent Corporation or shall interfere with or restrict in any
way the rights of the Company and any Subsidiary or Parent Corporation, which
are hereby expressly reserved, to discharge any Optionee at any time for any
reason whatsoever, with or without good cause.
4.6 MERGER, CONSOLIDATION ACQUISITION, LIQUIDATION OR DISSOLUTION
In its absolute discretion and on such terms and conditions as it deems
appropriate, the Plan Administrator may provide by a resolution adopted prior to
the occurrence of a Change Transaction (as defined herein) that Options
outstanding hereunder may be (A) exercised after (i) the merger, consolidation
or other reorganization of the Company (whether or not the Company is the
surviving or continuing corporation thereafter), (ii) the acquisition by another
person, corporation or other entity of all or substantially all of the Company's
assets or 80% or more of the Company's then outstanding voting stock or (iii)
the liquidation or dissolution of the Company (a "Change Transaction"), for the
same consideration that would have been received by the Optionees in such Change
Transaction had such Optionees exercised their respective Options immediately
prior to the consummation of such Change Transaction or the record date therefor
or (B) terminated upon the occurrence of such Change Transaction. The Plan
Administrator may also provide, in its absolute discretion and on such terms and
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conditions as it deems appropriate, by a resolution adopted prior to the
occurrence of the Change Transaction, that, for some period of time prior to or
after such event, such Option shall be exercisable as to all shares covered
thereby, notwithstanding anything to the contrary in Section 4.3(a) above,
Section 4.3(b) above and/or any installment provisions of such Option.
ARTICLE V
EXERCISE OF OPTIONS
5.1 PERSON ELIGIBLE TO EXERCISE
During the lifetime of the Optionee, the Option shall be exercisable only
by the Optionee and shall not be assignable or transferable by the Optionee.
After the death of the Optionee, any exercisable portion of an Option may, prior
to the time when such portion becomes unexercisable under sections 4.4 or 4.6
above, be exercised by his personal representative or by any person empowered to
do so under the deceased Optionee's will or under the then applicable laws of
descent and distribution.
5.2 PARTIAL EXERCISE
At any time and from time to time prior to the time when any exercisable
Option or exercisable portion thereof becomes unexercisable under sections 4.4
or 4.6 above, such Option or portion thereof may be exercised in whole or in
part; provided, however, that the Company shall not be required to issue
fractional shares and the Plan Administrator may, by the terms of the specific
Stock Option Agreement, require any partial exercise to be with respect to a
specified minimum number of shares.
5.3 MANNER OF EXERCISE
An exercisable Option, or any exercisable portion thereof, may be exercised
solely by delivery to the secretary of the Company or his office of all of the
following prior to the time when such Option, or such portion becomes
unexercisable under sections 4.4 or 4.6 above:
(a) Notice in writing signed by the Optionee or other person then entitled
to exercise such Option or portion, stating that such Option or portion is
exercised (and such notice must comply with all applicable rules established by
the Plan Administrator); and
(b) Subject to section 5.4 below, full payment (in cash or by check) for
the shares with respect to which such Option or portion is thereby exercised;
and
(c) Such representations and documents as the Plan Administrator, in its
absolute discretion, deems necessary or advisable to effect compliance with all
applicable provisions of the Securities Act of 1933, as amended, and any other
federal or state securities laws or regulations. The Plan Administrator may in
its absolute discretion, also take whatever
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additional actions it deems appropriate to effect such compliance including,
without limitation, placing legends on share certificates and issuing stop
transfer orders to transfer agents and registrars; and
(d) In the event that the Option or portion thereof shall be exercised
pursuant to section 5.1 above by any person or persons other than the Optionee,
appropriate proof of the right of such person or persons to exercise the Option
or portion thereof.
5.4 LOANS OR GUARANTEE OF LOANS
The Plan Administrator may assist any Optionee (including any officer or
director) in the exercise of one or more Options under the Plan by (a)
authorizing the extension of a loan to such Optionee from the Company, (b)
permitting the Optionee to pay the Option price for the purchased Common Stock
in installments over a period of years or (c) authorizing a guarantee by the
Company of a third-party loan to the Optionee. The terms of any loan,
installment method of payment or guarantee (including the interest rate and
terms of repayment) will be established by the Plan Administrator in its sole
discretion. Loans, installment payments and guarantees may be granted without
security or collateral.
5.5 DEATH
Upon the death of an Employee, any Option which he holds may be exercised
at least six (6) months after the date of his death by the Employee's
representative or by any other person entitled to exercise such Option under his
will or the laws of intestate succession.
5.6 DISABILITY
Upon the permanent and total disability of an Employee (as defined in
section 22(e)(3) of the Code), any Option which he holds may be exercised by him
at least six (6) months after the date of his termination of employment
resulting from such disability.
5.7 RETIREMENT
Upon the voluntary retirement of an Employee at or after reaching sixty-
five (65) years of age, an Option may be exercised by him with respect to all or
any portion of the balance of the Common Stock subject thereto at least thirty
(30) days after the date of his retirement. The Option shall terminate upon the
expiration of such period unless the Employee dies prior to that expiration
date, in which event he shall be deemed to have died on the date of his
retirement.
5.8 TERMINATION OF EMPLOYMENT
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In the event an Employee leaves the employ of the Company for any reason
other than as set forth in sections 5.5 through 5.7 above, any Option which he
holds may be exercised by him at least (30) days within such period after the
date of his termination of employment.
5.9 SECURITIES LAW REQUIREMENTS
(a) The Plan Administrator may require an Employee, as a condition of
either the grant or the exercise of an Option, to represent and establish to the
satisfaction of the Plan Administrator that all shares of Common Stock acquired
upon the exercise of such Option will be acquired for investment and not for
resale. The Plan Administrator may permit the sale or other disposition of any
Common Stock acquired pursuant to any such representation if it is satisfied
that such sale or other disposition would not be in contravention of applicable
state or federal securities law.
(b) No shares of Common Stock shall issue upon the exercise of any Option
if counsel for the Company determines that there has not been met any applicable
registration requirement under the Securities Act of 1933, or the Securities
Exchange Act of 1934, any applicable listing requirement of any stock exchange
on which the Common Stock is listed or any other applicable provision of state
or federal law.
5.10 RIGHTS AS SHAREHOLDERS
(a) An Optionee shall not be, nor have any of the rights or privileges of
shareholders of the Company in respect of any shares issuable upon the exercise
of any part of an Option unless and until certificates representing such shares
have been issued by the Company to such holders.
(b) Security holders shall receive a copy of the Company's financial
statements at least annually.
5.11 TRANSFER RESTRICTIONS
The Plan Administrator, in its absolute discretion, may impose such
restrictions on the transferability of the shares issuable upon the exercise of
an Option as it deems appropriate and any such restriction shall be set forth in
the Stock Option Agreement and may be referred to on the certificates evidencing
such shares. The Plan Administrator may require the Employee to give the
Company prompt notice of any disposition of shares of Common Stock, acquired by
exercise of an Option, within two years from the date of granting such option or
one year after the transfer of such shakes to such Employee. The Plan
Administrator may direct that the certificates evidencing shares acquired by
exercise of an Option refer to such requirement to give prompt notice of
disposition.
5.12 REPURCHASE RIGHTS
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The shares of Common Stock acquired upon the exercise of an Option may be
subject to one or more repurchase rights of the Company upon the terms provided
in each individual Stock Option Agreement.
ARTICLE VI
ADMINISTRATION
6.1 DUTIES AND POWERS OF PLAN ADMINISTRATOR
The Plan Administrator shall have full power and authority to interpret the
Plan and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent with the Plan and to interpret, amend
or revoke any such rules. Before any director is granted an Option pursuant to
section 3.1 above, the Plan Administrator must first satisfy the requirements of
California Corporations Code section 310.
6.2 MAJORITY RULE
The Plan Administrator shall act by a majority of its members in office and
the Plan Administrator may act either by vote at a meeting or by a memorandum or
other written instrument signed by a majority of its members.
6.3 COMPENSATION; PROFESSIONAL ASSISTANCE; GOOD FAITH ACTIONS
Directors serving as Plan Administrator shall not receive compensation for
their services in administering the Plan, but all expenses and liabilities they
incur in connection with the administration of the Plan shall be borne by the
Company. The Plan Administrator may employ attorneys, consultants, accountants,
appraisers, brokers or other persons. The Plan Administrator, the Company and
its officers and directors, shall be entitled to rely upon the advice, opinions
or valuations of any such persons. All actions taken and all interpretations
and determinations made by the Plan Administrator in good faith shall be final
and binding upon the Optionee, the Company and all other interested persons.
The Plan Administrator shall not be personally liable f or any action,
determination or interpretation made in good faith with respect to the Plan or
any Option and all directors serving as Plan Administrator shall be fully
protected and indemnified by the Company in respect to any such action,
determination or interpretation.
ARTICLE VII
MISCELLANEOUS PROVISIONS
7.1 OPTION NOT TRANSFERABLE
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No Option or interest or right therein or part thereof shall be liable for
the debts, contracts or engagements of the Optionee or his successors in
interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy) and any attempted disposition thereof shall be null and
void and of no effect; provided, however, that nothing in this section 7.1 shall
prevent transfer by will or by the applicable laws of descent and distribution.
7.2 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN
The Plan may be wholly or partially amended or otherwise modified,
suspended or terminated at any time or from time to time by the Plan
Administrator. However, without approval of the Company's shareholders given
within 12 months before or after the action by the Plan Administrator, no action
of the Plan Administrator may, increase the limit imposed in Section 2.1 on the
maximum number of shares which may be issued on exercise of Options, modify the
eligibility requirements of Section 3.1, reduce the minimum option price
requirement in section 4.2(a) or extend the limit imposed in this Section 7.2 on
the period during which an Option may be granted. Neither the amendment,
suspension nor termination of the Plan shall, without the consent of the
Optionee, alter or impair any rights, or obligations under any Option granted
before such event. No Option may be granted during any period of suspension nor
after termination of the Plan, and in no event may any Option be granted under
this Plan after the first to occur of the following events:
(a) The expiration of ten years from the date the Plan is adopted by the
Plan Administrator; or
(b) The expiration of ten years from the date the Plan is approved by the
Company's shareholders under Section 7.3.
7.3 APPROVAL OF PLAN BY SHAREHOLDERS
This Plan will be submitted for the approval of the Company's shareholders
within twelve (12) months after the date of initial adoption of the Plan by the
Company's Board of Directors. An Option may be granted prior to such
shareholder approval; provided, however, that such Option shall not be
exercisable prior to the time when the Plan is approved by the shareholders;
provided, further, that if such approval has not been obtained at the end of
that twelve-month period, an Option previously granted under the Plan shall
thereupon be canceled and become null and void.
7.4 EFFECT OF PLAN UPON OTHER OPTIONS AND COMPENSATION PLANS
The adoption of this Plan shall not affect any other compensation or
incentive plans in effect for the Company or any Subsidiary or Parent
Corporation. Nothing in this Plan shall be
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construed to limit the rights of the Company or any Subsidiary or Parent
Corporation (a) to establish any other forms of incentives or compensation for
Employees of the Company or any Subsidiary or Parent Corporation or (b) to grant
or assume options otherwise than under this Plan in connection with any proper
corporate purpose, including, but not by way of limitation, the grant or
assumption of options in connection with the acquisition by purchase, lease,
merger, consolidation or otherwise, of the business, stock or assets of any
corporation, firm or association.
7.5 TITLES
Titles are provided in this Plan for convenience only and are not to serve
as a basis for interpretation or construction of the Plan.
7.6 EFFECTIVE DATE
The Plan shall be effective as of February 26, 1997, provided that within
the twelve-month period described in section 7.3 above, it is approved at a duly
called meeting of the shareholders by the vote of the holders of a majority of
the shares present, or represented, and entitled to vote at such meeting; or by
the written consent of the holders of a majority of the shares entitled to vote.
Options may be granted but may not be exercised prior to shareholder approval.
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I hereby certify that the foregoing Plan was duly approved by the
shareholders of MEDIAMATICS, INC. effective as of February 26, 1997.
/s/ Premnath Viswanath
------------------------------
Premnath Viswanath, President
Attest:
/s/ Partha Srinivasan
- ------------------------------
Partha Srinivasan, Secretary
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
The Board of Directors and Shareholders
National Semiconductor Corporation:
We consent to the incorporation by reference in the Registration Statement dated
March 17, 1997 on Form S-8 of National Semiconductor Corporation of our reports,
which reports appear or are incorporated by reference in the May 26, 1996 annual
report on Form 10-K of National Semiconductor Corporation. Our report refers to
a change in the method of accounting for depreciation in 1996 and a change in
accounting for certain costs in inventory in 1994.
/s/ KPMG Peat Marwick LLP
San Jose, California
March 14, 1997
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned persons hereby
constitutes and appoints Brian L. Halla, Donald Macleod, and John M. Clark III,
and each of them singly, his true and lawful attorney-in-fact and in his name,
place, and stead, and in any and all of his offices and capacities with National
Semiconductor Corporation, to sign the Registration Statement with which this
Power of Attorney is filed, and any and all amendments to said Registration
Statement, and generally to do and perform all things and acts necessary or
advisable in connection therewith, and each of the undersigned hereby ratifies
and confirms all that each of said attorneys-in-fact may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto executed this
Power of Attorney as of the date set forth opposite his signature.
SIGNATURE DATE
--------- ----
/s/ BRIAN L. HALLA February 24, 1997
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Brian L. Halla
/s/ GARY P. ARNOLD February 23, 1997
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Gary P. Arnold
/s/ ROBERT BESHAR February 20, 1997
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Robert Beshar
/s/ MODESTO A. MAIDIQUE February 23, 1997
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Modesto A. Maidique
/s/ EDWARD R. McCRACKEN February 21, 1997
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Edward R. McCracken
/s/ J. TRACY O'ROURKE February 20, 1997
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J. Tracy O'Rourke
<PAGE>
/s/ CHARLES E. SPORCK February 25, 1997
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Charles E. Sporck
/s/ DONALD E. WEEDEN February 24, 1997
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Donald E. Weeden
/s/ DONALD MACLEOD February 20, 1997
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Donald Macleod
/s/ RICHARD D. CROWLEY, JR. February 20, 1997
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Richard D. Crowley, Jr.
