<PAGE>
As filed with the Securities and Exchange Commission on November 18, 1997
Registration No. 333-38033-01
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933*
---------------------------
NATIONAL SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-2095071
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2900 Semiconductor Drive
P.O. Box 58090
Santa Clara, California 95052-8090
(Address of principle executive offices)
Registrant's telephone number including area code: (408)721-5000
_____________________________
CYRIX CORPORATION 1988 INCENTIVE STOCK PLAN
(Full title of the plan)
_________________
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
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF SECURITIES
PURSUANT TO THE PLAN: Promptly after the filing of this Post-Effective
Amendment.
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the procedure described herein. See
"INTRODUCTORY STATEMENT."
<PAGE>
PART I
INTRODUCTORY STATEMENT
National Semiconductor Corporation (the "Company") hereby amends its
Registration Statement on Form S-4 (No. 333-38033) (the "Form S-4"), by
filing this Post-Effective Amendment No.1 on Form S-8 (the "Post-Effective
Amendment") relating to the sale of up to 2,746,506 shares of common stock,
par value $0.50 per share of the Company ("Common Stock") issuable upon the
exercise of stock options granted under the Cyrix Corporation 1988 Incentive
Stock Plan (the "Plan").
On November 17, 1997, Nova Acquisition Corp., a Delaware corporation and
a wholly owned subsidiary of the Company, was merged into Cyrix Corporation,
a Delaware corporation ("Cyrix"). As a result of such merger (the "Merger"),
Cyrix has become a wholly owned subsidiary of the Company and each
outstanding share (other than shares owned by the Company, Cyrix or any
direct or indirect wholly owned subsidiary of the Company or Cyrix) of common
stock, par value $0.004 per share of Cyrix ("Cyrix Common Stock") has been
coverted into .825 shares of Company Common stock. Pursuant to the Merger,
each outstanding option issued pursuant to the Plan will no longer be
exercisable for shares of Cyrix Common Stock but instead will constitute an
option to acquire, on the same terms and conditions as were applicable under
such option, shares of Company Common Stock in lieu of shares of Cyrix Common
Stock.
The designation of the Post-Effective Amendment as Registration No.
333-38033-01 denotes that the Post-Effective Amendment relates only to the
shares of Company Common Stock issuable upon exercise of stock options under
the Plan and that this is the first Post-Effective Amendment to the Form S-4
filed with respect to such shares.
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Post-Effective Amendment to the 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 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.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENT BY REFERENCE
The following documents which have been filed with the Commission
under Commission File Number 1-6453 by the Company 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 25, 1997, including the portion of the Company's 1997 Annual
Report and the Company's Proxy Statement for the 1997 Annual Meeting
of Stockholders incorporated therein by reference;
(b) The Company's Quarterly Report on Form 10-Q, as amended, for the
period ended August 24, 1997 and the Company's Current Report on
Form 8-K dated November 14, 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 Securities Exchange Act of 1934, as amended ("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 incoporated 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 documents which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statements. Any such statements 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
Not applicable.
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<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
In connection with the filing of the Registration Statement, John M.
Clark III, Esq. has rendered an opinion to the Company upon the legality of
the Common Stock being registered hereunder. At the time of rendering such
opinion, Mr. Clark had a substantial interest in the Company, as defined by
the rules of the Securities and Exchange Commission, in that the fair market
value of the 15,623 shares of Common Stock owned directly and indirectly by
him and the 101,000 shares of Common Stock subject to options held by him
exceeds $50,000. Also at such time, Mr. Clark was connected with the Company
in that he was Senior Vice President, General Counsel and Secretary of the
Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102 of the Delaware General Corporation Law ("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 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 which 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 or 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.
II-2
<PAGE>
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 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 Registration Statement on Form S-8 Registration No.
333-36733, which became effective September 30, 1997.)
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 Form 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.)
II-3
<PAGE>
5.1 Opinion re Legality
10.1 Cyrix Corporation 1988 Incentive Stock Plan
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (Included in Exhibit 5)
24.1 Power of Attorney
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(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. 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 Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 required to be included in a
post-effective amendment by those paragraphs that is contained
in periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement;
II-4
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 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 of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the 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, unenforeceable. 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-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing this post-effective
amendment on Form S-8 to the Registration Statement on Form S-4 (Registration
No. 333-38033-01) and has duly caused this post-effective amendment on Form
S-8 to the Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Santa Clara,
California, on the 17th day of November 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
POST-EFFECTIVE AMENDMENT ON FORM S-8 TO THE REGISTRATION STATEMENT ON FORM
S-4 (REGISTRATION NO. 333-38033-01) HAS BEEN SIGNED BY OR ON BEHALF OF THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 17TH DAY OF NOVEMBER
1997.
BRIAN L. HALLA* Chairman of the Board, President and
- ---------------------------------- Chief Executive Offficer (Principal
(Brian L. Halla) 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-6
<PAGE>
NATIONAL SEMICONDUCTOR CORPORATION
EXHIBIT INDEX
Exhibit Page
Number Description of Exhibit Number
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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 Registration Statement on Form
S-8 Registration No. 333-36733, which became effective
September 30, 1997).
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 Form
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 Cyrix Corporation 1988 Incentive Stock Plan
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (Included in Exhibit 5)
24.1 Power of Attorney
II-7
<PAGE>
EXHIBIT 5.1
November 17, 1997
Board of Directors
National Semiconductor Corporation
2900 Semiconductor Drive
Santa Clara, California 95051
Gentlemen:
At your request, I have examined the post-effective amendment No. 1 on
Form S-8 ("Post-Effective Amendment") to the registration statement on Form
S-4 (Registration No. 333-38033-01) (the "Registration Statement") which you
are filing with the United States Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended, for registration of an additional
2,746,506 shares of Common Stock, par value $0.50 per share (the "Shares") of
National Semiconductor Corporation (the "Company") pursuant to the Cyrix
Corporation 1988 Incentive Stock Plan (the "Plan").
In connection with this opinion, I have examined the Plan, the Company's
Certificate of Incorporation and By-Laws, as amended, and such other
documents and records as deemed necessary as a basis for this opinion.
Based on the foregoing, I am of the opinion that the Shares, when sold
and issued in accordance with the Plan, the Post-Effective Amendment, the
Registration Statement, the related final prospectus, and applicable state
laws, will be legally issued, fully paid and nonassessable.
I consent to the filing of this opinion as an Exhibit to the
Post-Effective Amendment on Form S-8 to the Registration Statement.
Very truly yours,
//S// JOHN M. CLARK III
JOHN M. CLARK III
Senior Vice President,
General Counsel &
Secretary
<PAGE>
Exhibit 10.1
CYRIX CORPORATION
1988 INCENTIVE STOCK PLAN
(AS AMENDED AND RESTATED AS OF JANUARY 16, 1997)
1. PURPOSES OF THE PLAN. The purposes of the Plan are to attract and
retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to the Employees, Consultants
and Non-Employee Directors of the Company and to promote the success of the
Company's business. The Plan is intended to comply with Rule 16b-3 under
Section 16 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT"), or any successor provision ("RULE 16b-3"), and the Plan shall be
construed, interpreted and administered to comply therewith.
Options granted hereunder may be either Incentive Stock Options or
"nonstatutory stock options," at the discretion of the Committee and as
reflected in the terms of the written option agreement. The Committee also
has the discretion to grant Stock Purchase Rights and Stock Bonuses hereunder.
2. DEFINITIONS. As used herein:
a. "BOARD" shall mean the Board of Directors of the Company.
b. "CODE" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
c. "COMMITTEE" shall mean the Committee appointed by the Board in
accordance with paragraph (a) of Section 4 of the Plan.
d. "COMMON STOCK" shall mean the Common Stock, par value $.004 per
share, of the Company.
e. "COMPANY" shall mean Cyrix Corporation, a Delaware corporation.
f. "CONSULTANT" shall mean any person, other than an employee of
the Company or any Parent or Subsidiary of the Company, who is engaged by the
Company or any Parent or Subsidiary to render consulting services.
g. "CONTINUOUS STATUS AS AN EMPLOYEE, CONSULTANT OR NON-EMPLOYEE
DIRECTOR" shall, for the purposes of the Plan and the Options granted and
Shares issued hereunder only, mean the absence of any interruption or
termination of service as an Employee, Consultant or Non-Employee Director.
Continuous Status as an Employee, Consultant or Non-Employee Director shall
not be considered interrupted in the case of sick leave (including leave on
account of disability or military leave) provided that such sick leave or
military leave is for a period of not more than 90 days, except as may
otherwise be approved and specified in writing by the Committee, or any other
leave of absence approved and specified in writing by the Committee, subject
to any conditions of such approval. In the event that at the end of such
leave the Employee, Consultant or Non-Employee Director does not resume his
service to the Company or any Parent or Subsidiary of the Company, his
employment or relationship with the Company, its Parents and its Subsidiaries
(and his Continuous Status as an Employee, Consultant or Non-Employee
Director) shall be deemed to have terminated as of the end of the leave
period.
h. "EMPLOYEE" shall mean any person, including officers and
directors, employed by the Company or any Parent or Subsidiary of the
Company. The payment of a director's fee by the Company shall not be
sufficient to constitute "employment" by the Company, or any Parent or
Subsidiary of the Company.
1
<PAGE>
i. "FAIR MARKET VALUE", with respect to the Common Stock as of any
date, shall mean (i) the average of the last reported bid and asked prices of
the Common Stock on the last trading day immediately preceding such date (or,
if not so reported, as otherwise reported by the National Association of
Securities Dealers Automated Quotation System ("NASDAQ")), (ii) in the event
the Common Stock is listed on a stock exchange or quoted on the NASDAQ
National Market System, the reported closing price of the Common Stock on
such exchange or in the NASDAQ National Market System on the last trading day
immediately prior to such date or (iii) if such stock is not then listed on
such an exchange or quoted on NASDAQ or the NASDAQ National Market System, an
amount determined in good faith by the Committee in its sole discretion.
j. "INCENTIVE STOCK OPTION" shall mean an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code.
k. "NON-EMPLOYEE DIRECTOR" shall mean a director of the Company
who is not an Employee.
l. "OPTION" shall mean a stock option granted pursuant to the Plan.
m. "OPTIONED STOCK" shall mean the Common Stock subject to an
Option.
n. "OPTIONEE" shall mean an Employee, Consultant or Non-Employee
Director who receives an Option.
o. "PARENT" shall mean a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.
p. "PLAN" shall mean this 1988 Incentive Stock Plan, as amended
from time to time.
q. "PURCHASER" shall mean an Employee, Consultant or Non-Employee
Director who exercises a Stock Purchase Right.
r. "RULE 16b-3" means Rule 16b-3 under Section 16(b) of the
Exchange Act, or any successor rule, as it may be amended from time to time,
and references herein to paragraphs or clauses of Rule 16b-3 shall refer to
the corresponding paragraphs or clauses of Rule 16b-3 as it exists or the
comparable paragraphs or clauses of Rule 16b-3 as it may be amended.
s. "SHARE" shall mean a share of the Common Stock, as adjusted in
accordance with Section 12 of the Plan.
t. "STOCK BONUS" shall mean stock granted as compensation to an
Employee, Consultant or Non-Employee Director pursuant to the Plan.
u. "STOCK PURCHASE RIGHT" shall mean a right, other than an Option,
to purchase Common Stock pursuant to the Plan.
v. "SUBSIDIARY" shall mean a "subsidiary corporation," whether now
or hereafter existing, as defined in Section 424(f) of the Code.
3. STOCK SUBJECT TO THE PLAN. Subject to adjustment pursuant to the
provisions of Section 12 of the Plan, the maximum aggregate number of Shares
which may be optioned and/or sold under the Plan is 8,118,334 shares of
Common Stock. The Shares may be authorized, but unissued, or reacquired
Common Stock.
If an Option or Stock Purchase Right should expire or become unexercisable
for any reason without having been exercised in full, the unpurchased Shares
which were subject thereto shall, unless the Plan shall
2
<PAGE>
have been terminated, become available for future grant under the Plan as if
no Option or Stock Purchase Right had been granted with respect to such
Shares.
4. ADMINISTRATION OF THE PLAN.
a. ADMINISTRATION. The Committee shall administer the Plan with
respect to participants who are subject to Section 16(b) of the Exchange Act,
but shall not have the power to appoint members of the Committee or to
terminate, modify or amend the Plan. The Board may administer the Plan with
respect to all other participants or may delegate all or part of that duty to
the Committee or to any other person or persons. Unless the context
otherwise requires, references herein to the Committee shall also refer to
the Board or its deligee as administrator of the Plan for participants who
are not subject to Section 16(b) of the Exchange Act. Unless the Board
determines not to have Options, Stock Purchase Rights and Stock Bonuses
comply with the requirements of Rule 16b-3 and Section 162(m) of the Code,
the Committee shall be constituted so that, as long as Common Stock is
registered under Section 12 of the Exchange Act, (i) each member of the
Committee shall be a disinterested person within the meaning of Rule 16b-3,
or any successor provision ("Disinterested Person"), that is a member of the
Board, (ii) the Plan in all other applicable respects will qualify
transactions related to the Plan for the exemptions from Section 16(b) of the
Exchange Act provided by Rule 16b-3, to the extent exemptions thereunder may
be available, and (iii) no discretion regarding the grant of Options, Stock
Purchase Rights or Stock Bonuses to participants who are subject to Section
16(b) of the Exchange Act shall be afforded to a person who is not a
Disinterested Person. The number of persons that shall constitute the
Committee shall be determined from time to time by a majority of all of the
members of the Board and, unless a majority of the Board determines
otherwise, shall be no less than two persons. Persons elected to serve on
the Committee as Disinterested Persons shall not (a) receive Options, Stock
Purchase Rights or Stock Bonuses or equity securities under any plan of the
Company or its affiliates while they are serving as members of the Committee
and (b) have been granted or awarded equity securities under the Plan or any
other plan of the Company or its affiliates within one year before their
appointment to the Committee becomes effective or (if applicable) the Common
Stock is registered under Section 12 of the Exchange Act, in each case except
for receiving Options, Stock Purchase Rights or Stock Bonuses or equity
securities pursuant to paragraphs (c)(2)(i)(A), (B), (C) or (D) of Rule 16b-3.
b. POWERS OF THE COMMITTEE. Subject to the provisions of the
Plan, the Committee shall have the authority, in its discretion: (i) to grant
Incentive Stock Options, in accordance with Section 422 of the Code, or
"non-statutory stock options," Stock Purchase Rights or Stock Bonuses; (ii)
to determine the exercise price per share of Options or Stock Purchase Rights
or Stock Bonuses to be granted, which exercise price shall be determined in
accordance with Section 7(a) of the Plan; (iii) to determine the Employees,
Consultants or Non-Employee Directors to whom, and the time or times at
which, Options, Stock Purchase Rights or Stock Bonuses shall be granted and
the number of Shares to be represented by each Option, Stock Purchase Right
or Stock Bonus; (iv) to interpret the Plan; (v) to prescribe, amend and
rescind rules and regulations relating to the Plan; (vi) to determine the
terms and provisions of each Option, Stock Purchase Right or Stock Bonus
granted (which need not be identical) and, with the consent of the holder
thereof, modify or amend each Option, Stock Purchase Right or Stock Bonus;
(vii) to accelerate or defer (with the consent of the Optionee) the exercise
date of any Option; (viii) to authorize any person to execute on behalf of
the Company any instrument required to effectuate the grant of an Option,
Stock Purchase Right or Stock Bonus previously granted under the Plan; and
(ix) to make all other determinations deemed necessary or advisable for the
administration of the Plan. Without limiting the generality of the
foregoing, the Committee may, but shall not be required to, grant Options,
Stock Purchase Rights and Stock Bonuses contingent upon, or condition the
vesting of any such awards upon, the attainment of one or more "performance
goals" within the meaning of Section 162(m) of the Code and applicable
interpretive authority thereunder.
c. EFFECT OF COMMITTEE'S DECISIONS. All decisions, determinations
and interpretations of the Committee shall be final and binding on all
Optionees, Purchasers and any other holders of any Options, Stock Purchase
Rights or Stock Bonuses granted under the Plan.
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5. ELIGIBILITY.
a. Employees, Consultants and Non-Employee Directors shall be
eligible to receive Options, Stock Purchase Rights and Stock Bonuses.
Incentive Stock Options may be granted only to Employees. An Employee,
Consultant or Non-Employee Director who has been granted an Option, Stock
Purchase Right or Stock Bonus may, if he is otherwise eligible, be granted
additional Option(s), Stock Purchase Right(s) or Stock Bonus(es).
b. No Incentive Stock Option may be granted to an Employee which,
when aggregated with all other Incentive Stock Options granted to such
Employee by the Company or any Parent or Subsidiary of the Company, would
result in Shares having an aggregate Fair Market Value (determined for each
Share as of the date of grant of the Option covering such Share) in excess of
$100,000 becoming first available for purchase upon exercise of one or more
Incentive Stock Options during any calendar year.
c. Section 5(b) of the Plan shall apply only to an Incentive Stock
Option evidenced by an "Incentive Stock Option Agreement" which sets forth
the intention of the Company and the Optionee that such Option shall qualify
as an Incentive Stock Option. Section 5(b) of the Plan shall not apply to
any Option evidenced by a "Nonstatutory Stock Option Agreement" which sets
forth the intention of the Company and the Optionee that such Option shall be
a nonstatutory stock option.
d. The Plan shall not confer upon any Optionee, Purchaser or
grantee of a Stock Purchase Right or a Stock Bonus any right with respect to
continuation of employment, consulting relationship or directorship with the
Company, nor shall it interfere in any way with his right or the Company's or
its stockholders' right to terminate his employment, consulting relationship
or directorship at any time.
e. No Employee, Consultant or Non-Employee Director serving on the
Committee shall be eligible to receive Options, Stock Purchase Rights or
Stock Bonuses, while serving on the Committee.
6. TERM OF PLAN. The Plan, as amended and restated shall become
effective upon its approval by the Board, subject to approval by the
stockholders of the Company. Prior to such stockholder approval, awards may
be granted under the Plan, as so amended and restated, subject to such
stockholder approval. The Plan shall continue in effect until March 16, 1998
unless sooner terminated under Section 14 of the Plan.
7. EXERCISE PRICE AND CONSIDERATION.
a. The per Share exercise price for the Shares to be issued
pursuant to exercise of an Option, Stock Purchase Right or Stock Bonus shall
be such price as is determined by the Committee, but shall be subject to the
following:
i. In the case of any Incentive Stock Option, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share
on the date of grant.
ii. In the case of any Nonstatutory Stock Option or Stock
Purchase Right, the per Share exercise price shall be no less than 100% of
the Fair Market Value per Share on the date of grant.
iii. In the case of any Stock Bonus, the per Share price for
tax and accounting purposes shall be 100% of the Fair Market Value per Share
on the date of grant.
iv. In the case of any Incentive Stock Option granted to any
person who, at the time of the grant of such Option, owns stock representing
more than ten percent (10%) of the voting power of all classes of stock of
the Company or any Parent or Subsidiary of the Company, the per Share
exercise price shall be no less than 110% of the Fair Market Value per Share
on the date of grant.
b. The consideration to be paid for the Shares to be issued upon
exercise of an Option or Stock Purchase Right, including the method of payment,
shall be determined by the Committee and may
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<PAGE>
consist entirely of cash, check, promissory note (provided that the par value
of such Shares be paid in cash, services rendered or property), other shares
of Common Stock having a Fair Market Value on the date of surrender equal to
the aggregate exercise price of the Shares as to which said Option or Stock
Purchase Right shall be exercised, or any combination of such methods of
payment, or such other consideration and method of payment for the issuance
of Shares to the extent permitted under the Delaware General Corporation Law,
as amended from time to time.
8. OPTIONS.
a. TERM OF OPTION. The term of each Option shall be ten (10)
years from the date of grant thereof or such shorter term as may be provided
in the Stock Option Agreement. However, in the case of an Incentive Stock
Option granted to an Optionee who, at the time the Incentive Stock Option is
granted, owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Parent or Subsidiary, the
term of the Incentive Stock Option shall be five (5) years from the date of
grant thereof or such shorter time as may be provided in the Stock Option
Agreement.
b. EXERCISE OF OPTION.
i. TERMINATION OF STATUS AS AN EMPLOYEE, CONSULTANT OR
NON-EMPLOYEE DIRECTOR. If an Optionee's Continuous Status as an Employee,
Consultant or Non-Employee Director terminates, the Optionee may, but only
within one (1) month (or such other period of time not exceeding three (3)
months as is in the case of an Incentive Stock Option, as determined and
specified in writing by the Committee) after the date he ceases to be an
Employee, Consultant or Non-Employee Director (as the case may be) of the
Company (but in no event later than ten years from the date of grant of the
Option), exercise his Option to the extent that (x) the Option was vested and
(y) he was entitled to exercise it, in each case at the date of such
termination. To the extent that the Option was not vested or he was not
entitled to exercise the Option at the date of such termination, or if he
does not exercise such Option within the time specified herein, the Option
shall terminate.
ii. DISABILITY. Notwithstanding the provisions of Section
8(b)(i) above, in the event of termination of Continuous Status as an
Employee, Consultant or Non-Employee Director as a result of an Optionee's
permanent and total disability (as defined in Section 22(e)(3) of the Code),
the Optionee may, but only within three (3) months (or such other period of
time not less than three (3) months nor more than twelve (12) months, as
determined and specified in writing by the Committee) from the date of
termination (but in no event later than ten years from the date of grant of
the Option), exercise his Option to the extent that (x) the Option was vested
and (y) the Optionee was entitled to exercise it, in each case, at the date
of such termination. To the extent that the Option was not vested or the
Optionee was not entitled to exercise the Option at the date of such
termination, or if the Optionee does not exercise such Option within the time
specified herein, the Option shall terminate.
iii. DEATH OF OPTIONEE. Notwithstanding the provisions of
Section 8(b)(i) above, in the event of (x) the death of an Optionee during
the term of his Option, where such Optionee is at the time of his death an
Employee, Consultant or Non-Employee Director of the Company and such
Optionee shall at the date of death have been in Continuous Status as an
Employee, Consultant or Non-Employee Director since the date of grant of the
Option, or (y) the death of an Optionee within thirty (30) days after the
termination of such Optionee's Continuous Status as an Employee, Consultant
or Non-Employee Director, then the Option may be exercised at any time within
six (6) months (or such other period of time not less than six (6) months nor
more than twelve (12) months as determined and specified in writing by the
Committee) following the date of death (but in no event later than ten years
from the date of grant of the Option), by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent that (x) the Option was vested as of the
date of termination and (y) the Optionee was entitled to exercise it at the
date of termination.
c. PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option
granted hereunder shall be exercisable and shall vest at such times and under
such conditions as determined by the Committee,
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<PAGE>
including performance criteria with respect to the Company and/or the
Optionee, as shall be permissible under the terms of the Plan.
The Company shall not be required to issue fractional Shares upon the
exercise of an Option. The value of any fractional Share subject to an
Option shall be paid in cash in connection with the exercise that results in
all full Shares subject to the grant having been exercised, based on the Fair
Market Value of the Common Stock on the date of such exercise.
An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Committee, consist of any
consideration and method of payment allowable under Section 7(b) of the Plan.
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or
any other rights as a stockholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 12 of the
Plan.
Exercise of an Option in any manner shall result in a decrease in the
number of Shares that thereafter shall be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.
9. STOCK PURCHASE RIGHTS.
a. RIGHTS TO PURCHASE. After the Committee determines that it
will offer an Employee, Consultant or Non-Employee Director the right to
purchase Shares under the Plan, it shall advise the offeree in writing of the
terms, conditions and restrictions relating to the offer, including the
number of Shares that such person shall be entitled to purchase, and the time
within which such person must accept such offer, which shall in no event
exceed ninety (90) days from the date upon which the Committee made the
determination to grant the Stock Purchase Right. The offer shall be accepted
by execution of a "Restricted Stock Purchase Agreement" in the form
determined by the Committee.
b. ISSUANCE OF SHARES. Forthwith after payment therefor, the
Shares purchased shall be duly issued; provided, however, that the Committee
may require that the Purchaser make adequate provision for any applicable
Federal and State withholding obligations as a condition to the Purchaser
purchasing such Shares.
c. REPURCHASE OPTION. Unless the Committee determines otherwise,
the Restricted Stock Purchase Agreement shall grant the Company a repurchase
option exercisable upon the voluntary or involuntary termination of the
Purchaser's employment with the Company or any Parent or Subsidiary of the
Company for any reason (including death or disability). If the Committee so
determines, the Restricted Stock Purchase Agreement may provide that the
purchase price for Shares repurchased shall be the original price paid by the
Purchaser and may be paid by cancellation of any indebtedness of the
Purchaser to the Company. The repurchase option shall lapse at such a rate
as the Committee may determine.
d. OTHER PROVISIONS. The Restricted Stock Purchase Agreement
shall contain such other terms, provisions and conditions not inconsistent
with the Plan as may be determined by the Committee.
e. RIGHTS AS A STOCKHOLDER. Until the issuance (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing the Shares
as to which a Stock Purchase Right has been exercised, no right to vote or to
receive dividends or any other rights as a stockholder shall exist with
respect to shares of Common Stock subject to a Stock Purchase Right,
notwithstanding the exercise of a Stock Purchase Right. No adjustment will
be made for a dividend or other right for which the record date is prior to
the date the stock certificate is issued,
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<PAGE>
except as provided in Section 12 of the Plan. If the Restricted Stock
Purchase Agreement contains a repurchase option as described in subparagraph
(c) of this Section 9, each stock certificate evidencing the Shares purchased
pursuant to a Stock Purchase Right shall be registered in the name of the
Purchaser and such certificate evidencing such Shares shall be deposited with
the Company, together with a stock power duly endorsed in blank, upon such
issuance and continuing until the repurchase option with respect to such
Shares has lapsed.
f. SHARES AVAILABLE UNDER THE PLAN. Exercise of a Stock Purchase
Right in any manner shall result in a decrease in the number of Shares that
thereafter shall be available, both for purposes of the Plan and for sale
under the Stock Purchase Right, by the number of Shares as to which the Stock
Purchase Right is exercised. Shares repurchased by the Company pursuant to
Section 9(c) hereof shall not be available for reissuance under the Plan.
10. STOCK BONUSES.
a. GRANTING OF STOCK BONUSES. Stock Bonuses may be granted to
Employees, Consultants or Non-Employee Directors in consideration for past
performance and as incentives for future performance. The Committee shall
advise recipients of Stock Bonuses in writing of the terms, conditions and
restrictions (which may include, without limitation, restrictions on the
transfer of or the right to vote or receive dividends on the Shares subject
to such grant) relating to the Stock Bonus, including the number of Shares
such person will be entitled to receive and restrictions on the Shares. The
Stock Bonus will be accepted by execution of a "Stock Bonus Agreement" in the
form determined by the Committee.
b. ISSUANCE OF SHARES. The Shares shall be duly issued
immediately after the grant of the Stock Bonus; provided, however, that the
Committee may require that the grantee make adequate provision for any
applicable Federal and State withholding obligations as a condition to the
grantee receiving such Shares.
c. REPURCHASE OPTION. Unless the Committee determines otherwise,
the Stock Bonus Agreement shall grant the Company a repurchase option
exercisable upon the voluntary or involuntary termination of the grantee's
employment with the Company or any Parent or Subsidiary of the Company for
any reason (including death or disability). If the Committee so determines,
the Stock Bonus Agreement may provide that the purchase price for Shares
repurchased shall be the Fair Market Value of the Shares on the date of grant
and may be paid by cancellation of any indebtedness of the grantee to the
Company. The repurchase option shall lapse at such a rate as the Committee
may determine.
d. OTHER PROVISIONS. The Stock Bonus Agreement shall contain such
other terms, provisions and conditions not inconsistent with the Plan as may
be determined by the Committee.
e. RIGHTS AS A STOCKHOLDER. Until the issuance (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing the Shares
as to which a Stock Bonus has been exercised, no right to vote or to receive
dividends or any other rights as a stockholder shall exist with respect to
shares of Common Stock subject to the Stock Bonus. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 12 of the
Plan. If the Stock Bonus Agreement contains a repurchase option as described
in subparagraph (b) of this Section 10, each stock certificate evidencing the
Shares purchased pursuant to a Stock Purchase Right shall be registered in
the name of the Purchaser and such certificate evidencing such Shares shall
be deposited with the Company, together with a stock power duly endorsed in
blank, upon such issuance and continuing until the repurchase option with
respect to such Shares has lapsed.
f. SHARES AVAILABLE UNDER THE PLAN. Granting and acceptance of a
Stock Bonus shall result in a decrease in the number of Shares that
thereafter shall be available for purposes of the Plan. Shares repurchased
by the Company pursuant to Section 10(c) hereof shall not be available for
reissuance under the Plan.
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<PAGE>
11. NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS. Options
and Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws
of descent and distribution or pursuant to a qualified domestic relations
order as defined in the Code or Employee Retirement Income Security Act, or
the rules thereunder. The designation of a beneficiary by an Optionee or
grantee of a Stock Purchase Right does not constitute a transfer. An Option
or Stock Purchase Right may be exercised, during the lifetime of the Optionee
or grantee of a Stock Purchase Right, only by the Optionee or grantee of the
Stock Purchase Right, as applicable, or a transferee permitted by this
Section 11.
12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.
a. Subject to any required action by the stockholders of the
Company, the number of shares of Common Stock covered by each outstanding
Option and Stock Purchase Right, and the number of shares of Common Stock
which have been authorized for issuance under the Plan but as to which no
Options or Stock Purchase Rights have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase Right, as well as the price per share of Common Stock covered by
each such outstanding Option or Stock Purchase Right, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common Stock, or any
other increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be
deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Committee, whose determination in that
respect shall be final, binding and conclusive. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and
no adjustment by reason thereof shall be made with respect to, the number or
price of shares of Common Stock subject to an Option or Stock Purchase Right.
b. In the event of the proposed dissolution or liquidation of the
Company, any outstanding Options or Stock Purchase Rights shall terminate
immediately prior to the consummation of such proposed action, unless
otherwise provided by the Committee. The Committee may, in the exercise of
its sole discretion in such instances, declare that any Option or Stock
Purchase Right shall terminate as of a date fixed by the Committee, and may
give each Optionee the right to exercise his Option as to all or any part of
the Optioned Stock, including Shares as to which the Option would not
otherwise be exercisable. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, Options and Stock Purchase Rights shall be
assumed or an equivalent option or right shall be substituted by such
successor corporation or a parent or subsidiary of such successor
corporation, unless, in the case of an Option, the Committee determines, in
the exercise of its sole discretion and in lieu of such assumption or
substitution, that the Optionee shall have the right to exercise the Option
as to all of the Optioned Stock, including Shares as to which the Option
would not otherwise be exercisable. If the Committee makes an Option fully
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Committee shall notify the Optionee that the Option shall
be fully exercisable for a period of thirty (30) days from the date of such
notice, and the Option will terminate upon the expiration of such period.
13. TIME OF GRANTING OPTIONS, STOCK PURCHASE RIGHTS OR STOCK BONUSES.
The date of grant of an Option, Stock Purchase Right or Stock Bonus shall,
for all purposes, be the date on which the Committee makes the determination
granting such Option, Stock Purchase Right or Stock Bonus. Notice of the
determination shall be given to each Employee, Consultant or Non-Employee
Director to whom an Option, Stock Purchase Right or Stock Bonus is so granted
within reasonable time after the date of such grant.
14. AMENDMENT AND TERMINATION OF THE PLAN.
a. AMENDMENT AND TERMINATION. The Board may amend or terminate the
Plan from time to time in such respects as the Board may deem advisable;
provided that, to the extent necessary and
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desirable to comply with Rule 16b-3 under the Exchange Act (or any other
applicable law or regulation), the Company shall obtain approval of the
stockholders of the Company to Plan amendments.
b. EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or
termination of the Plan shall not affect Options, Stock Purchase Rights or
Stock Bonuses already granted and such Options, Stock Purchase Rights or
Stock Bonuses shall remain in full force and effect as if the Plan had not
been amended or terminated, unless mutually agreed otherwise between the
Committee and the Optionee, Purchaser or holder of a Stock Purchase Right or
Stock Bonus, which agreement must be in writing and signed by the Company and
the Optionee, Purchaser or holder of the Stock Purchase Right or Stock Bonus.
15. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option, Stock Purchaser Right or Stock Bonus
unless the exercise of such Option or Stock Purchase Right or granting of
such Stock Bonus and the issuance and delivery of such Shares pursuant
thereto shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, the
rules and regulations promulgated thereunder, and the requirements of any
stock exchange upon which the Shares may then be listed, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.
As a condition to the exercise of an Option or Stock Purchase Right, the
Company may require the person exercising such Option or Stock Purchase Right
to represent and warrant at the time of any such exercise that the Shares are
being purchased only for investment and without any present intention to sell
or distribute such Shares if, in the opinion of counsel for the Company, such
a representation is required by any of the aforementioned relevant provisions
of law.
16. RESERVATION OF SHARES. The Company, during the term of the Plan,
will at all times reserve and keep available such number of Shares as shall
be sufficient to satisfy the requirements of the Plan.
Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained.
17. OPTION AND STOCK AGREEMENTS. Options shall be evidenced by written
option agreements in such form as the Committee shall approve. Upon the
exercise of Stock Purchase Rights, a Purchaser shall execute a Restricted
Stock Purchase Agreement in such form as the Committee shall approve.
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Exhibit 23.1
Consent of Independent Auditors
-------------------------------
The Board of Directors
National Semiconductor Corporation:
We consent to incorporation by reference in the Post-Effective Amendment No.
1 on Form S-8 to the Form S-4 Registration Statement of National
Semiconductor Corporation and subsidiaries, of our report dated June 4, 1997,
except as to Note 15, which is as of July 28, 1997, relating to the
consolidated balance sheets of National Semiconductor Corporation and
subsidiaries as of May 25, 1997, and May 26, 1996, and the related
consolidated statements of operations, shareholders' equity, and cash flows
for each of the years in the three-year period ended May 25, 1997 and the
related financial statement schedule, which report appears on page 53 of the
1997 Annual Report on Form 10-K of National Semiconductor Corporation. Our
report refers to a change in the method of accounting for depreciation in
fiscal 1996.
/s/ KPMG PEAT MARWICK LLP
San Jose, California
November 17, 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
- ----------------------------------------- October 16, 1997
Brian L. Halla
/S/ GARY P. ARNOLD
- ----------------------------------------- October 16, 1997
Gary P. Arnold
/S/ ROBERT BESHAR
- ----------------------------------------- October 16, 1997
Robert Beshar
/S/ MODESTO A. MAIDIQUE
- ----------------------------------------- October 15, 1997
Modesto A. Maidique
/S/ EDWARD R. McCRACKEN
- ----------------------------------------- October 17, 1997
Edward R. McCracken
/S/ J. TRACY O'ROURKE
- ----------------------------------------- October 20, 1997
J. Tracy O'Rourke
/S/ CHARLES E. SPORCK
- ----------------------------------------- October 17, 1997
Charles E. Sporck
/S/ DONALD E. WEEDEN
- ----------------------------------------- October 16, 1997
Donald E. Weeden
/S/ DONALD MACLEOD
- ----------------------------------------- October 15, 1997
Donald Macleod
/S/ RICHARD D. CROWLEY, JR.
- ----------------------------------------- October 15, 1997
Richard D. Crowley, Jr.
