<PAGE>
As filed with the Securities and Exchange Commission on May 28, 1998
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)
DELAWARE 2900 Semiconductor Drive 95-2095071
(State or other jurisdiction of P.O. Box 58090 (I.R.S. Employer
incorporation or organization) Santa Clara, Identification Number)
California 95052-8090
(Address of principle executive offices)
Registrant's telephone number including area code: (408) 721-5000
_____________________________
COMCORE SEMICONDUCTOR, INC.
1997 STOCK OPTION 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
(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> <C>
Options to Purchase
Common Stock 258,695 (2) -- -- --
- ----------------------------------------------------------------------------------------------------
Common Stock
$0.50 par value 258,695 $0.53 $136,088.32 $40.15
- ----------------------------------------------------------------------------------------------------
Preferred Stock
Purchase Rights (3) -- -- --
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</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 Plan may be exercised.
(2) The Registrant is also registering the grant of options to purchase the
258,695 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 ComCore Semiconductor, Inc. 1997 Stock Option Plan (the "Plan").
Effective May 27, 1998, National Semiconductor Corporation assumed the
outstanding obligations of ComCore Semiconductor, Inc. ("ComCore") under the
Plan and related stock option agreements. In connection therewith, upon the
exercise of an outstanding option under the Plan, the holder of the option
will receive 0.3268 shares of Common Stock of National Semiconductor
Corporation per share of common stock of ComCore underlying the holder's
option. No additional options will be granted under the Plan.
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 25, 1997, including portions of 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 for the period ended
August 24, 1997; the Company's Quarterly Report on Form 10-Q for the
period ended November 23, 1997; the Company's Quarterly Report on
Form 10-Q for the period ended March 1, 1998; the Company's Current
Report on Form 8-K dated May 29, 1997; the Company's Current
Report on Form 8-K dated November 14, 1997; and the Company's Current
Report on Form 8-K dated November 24, 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 Plan authorizes the grant of options to purchase up to 808,830
shares of Common Stock to eligible employees, directors, consultants and
advisors of ComCore. As of May 27, 1998, options to purchase 258,695 shares
had been granted under the Plan. No additional options will be granted under
the Plan. The weighted average exercise price of the outstanding options is
$0.53. The options outstanding under the Plan generally are exercisable for
the full number of shares in four equal cumulative installments commencing
one year after the date of grant and become fully exercisable not more than
five years after the date of grant. 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.
<PAGE>
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 attorneys'
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 a
manner he reasonably believed to be in or not opposed to the best
<PAGE>
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 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 ComCore Semiconductor, Inc. 1997 Stock Option Plan
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney
<PAGE>
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;
(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 20 percent 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 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
<PAGE>
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.
<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 28th day of May,
1998.
NATIONAL SEMICONDUCTOR CORPORATION
By: /s/ JOHN M. CLARK III
------------------------------
John M. Clark III
Senior Vice President, General
Counsel and Secretary
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 28TH DAY OF MAY, 1998.
<TABLE>
<S> <C>
BRIAN L. HALLA* Chairman of the Board, President and Chief
------------------------------------- Executive Officer (Principal Executive Officer)
(Brian L. Halla)
DONALD MACLEOD* Executive Vice President, Finance and Chief
------------------------------------- Financial Officer (Principal Financial Officer)
(Donald Macleod)
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)
MODESTO A. MAIDIQUE* Director
-------------------------------------
(Modesto A. Maidique)
EDWARD R. McCRACKEN* Director
-------------------------------------
(Edward R. McCracken)
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
</TABLE>
<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 ComCore Semiconductor, Inc. 1997 Stock Option Plan
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney
<PAGE>
EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
May 28, 1998
National Semiconductor Corporation
2900 Semiconductor Drive
Santa Clara, CA 95052
Re: NATIONAL SEMICONDUCTOR CORPORATION COMMON STOCK $0.50 PAR VALUE
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 an aggregate of 258,695 shares of Common Stock, par value $0.50
per share (the "Shares"), to be sold by the Company under the
ComCore/National Semiconductor Corporation 1997 Stock Option Plan (the
"Plan"). We are familiar with the proceedings undertaken and to be taken in
connection with the authorization, issuance and sale 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.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized, and upon issuance of the Shares under the terms of the
Plan and delivery and payment therefor of legal consideration equal to or in
excess of the aggregate par value of the Shares issued, such Shares will be
validly issued, fully paid and nonassessable.
<PAGE>
National Semiconductor Corporation
May __, 1998
Page 2
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Latham & Watkins
LATHAM & WATKINS
<PAGE>
EXHIBIT 10.1
COMCORE SEMICONDUCTOR, INC.
1997 STOCK OPTION PLAN(1)
Section 1. DESCRIPTION OF PLAN. This is the 1997 Stock Option Plan
(the "Plan") of ComCore Semiconductor, Inc., a California corporation (the
"Company"). Under the Plan employees, directors, consultants and advisors of
the Company or any of its subsidiaries, to be selected as below set forth,
may be granted options ("Options") to purchase shares of the Common Stock of
the Company ("Common Stock"). For purposes of the Plan, the term "subsidiary"
means any corporation 50% or more of the voting stock of which is owned by
the Company or by a subsidiary (as so defined) of the Company. It is intended
that the Options under the Plan will either qualify for treatment as
incentive stock options under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), and be designated Incentive Stock Options, or
not qualify for such treatment and be designated Nonqualified Stock Options.
Section 2. PURPOSE OF THIS PLAN. The purpose of the Plan and of
granting options to specified employees, directors, consultants and advisors
is to further the growth, development and financial success of the Company
and its subsidiaries by providing additional incentives to such persons by
assisting them to acquire shares of Common Stock and to benefit directly from
the Company's growth, development and financial success.
Section 3. ELIGIBILITY. The persons who shall be eligible to receive
grants of Options under the Plan shall be the employees, directors,
consultants and advisors of the Company or any of its subsidiaries. A person
who holds an Option is herein referred to as a "Participant." More than one
Option may be granted to any one Participant. Notwithstanding the foregoing,
the aggregate Options which may be granted to any person shall represent the
right to purchase no more than 1,237,500 shares of Common Stock.
Only employees of the Company or a subsidiary may be granted Incentive
Stock Options under the Plan. The aggregate fair market value (determined as
of the time an Option is granted) of the Common Stock for which any
Participant may be granted Incentive Stock Options first exercisable in any
calendar year under this Plan and any other incentive stock option plans
(which qualify under Section 422 of the Code) of the Company or any
subsidiary shall not exceed $100,000.
Section 4. ADMINISTRATION. The Plan shall be administered by the Board
of Directors of the Company (the "Board"). The Board is authorized and
empowered to administer the Plan, and subject to the Plan, (i) to select the
Participants, to specify the number of shares of Common Stock with respect to
which Options are granted to each such Participant, to specify the Option
Price (as hereinafter defined) and the terms of Options, and in general to
grant Options;
- --------
(1) This plan was assumed by National Semiconductor Corporation on May
27, 1998. In connection therewith, upon the exercise of an outstanding option
under this plan, the holder of the option will receive 0.3268 shares of
common stock of National Semiconductor Corporation per share of common stock
of ComCore Semiconductor, Inc. underlying the holder's option.
<PAGE>
(ii) to determine, subject to the limits of Section 3 hereof, whether Options
will be Incentive Stock Options or Nonqualified Stock Options; (iii) to
determine the dates upon which Options shall be granted and to provide for
the terms and conditions of the Options in a manner consistent with this
Plan, which terms and conditions need not be identical as to the various
Options granted; (iv) to interpret the Plan; (v) to prescribe, amend and
rescind rules relating to the Plan; and (vi) to determine the rights and
obligations of Participants under the Plan. The interpretation and
construction by the Board of any provision of the Plan or of any Option
granted thereunder shall be final. No member of the Board shall be liable for
any action or determination made in good faith with respect to the Plan or
any Option granted under it.
Notwithstanding the foregoing, the Board may at any time determine that
the Plan shall be administered by a Compensation Committee of the Board;
provided, however, that such Compensation Committee shall consist solely of
two or more "independent" directors appointed by and holding office at the
pleasure of the full Board, each of whom is both a "non-employee director"
(as defined by Rule 16b-3 promulgated pursuant to the Securities Exchange Act
of 1934) and an "outside director" (for purposes of Section 162(m) of the
Code), and all references herein to the "Board" shall, upon and after such
determination, be deemed to be references to such Compensation Committee as
so constituted.
Section 5. SHARES SUBJECT TO THE PLAN. The number of shares of Common
Stock which may be purchased pursuant to the exercise of Options granted
under the Plan shall not exceed 2,475,000 shares, subject to adjustment as
provided in Section 11 to reflect all stock splits, stock dividends or
similar capital changes. Upon the expiration or termination for any reason of
an outstanding Option which shall not have been exercised in full, any shares
of Common Stock then remaining unissued which shall have been reserved for
issuance upon such exercise shall again become available for the granting of
additional Options under the Plan.
Section 6. OPTION PRICE. The purchase price per share (the "Option
Price") of the shares of Common Stock underlying each Option shall be
determined by the Board in each case and, in the case of Incentive Stock
Options, shall be not less than the fair market value of such shares on the
grant date, except as provided in Section 12. Such fair market value shall be
determined by the Board on the basis of the best available information.
Notwithstanding the above, the Option Price of the shares of Common Stock
underlying each Option granted to any person who owns stock possessing more
than 10% of the total combined voting power or value of all classes of stock
of the Company shall not be less than 110% of the fair market value of such
shares on the date of grant.
Section 7. EXERCISE OF OPTIONS. Subject to all other provisions of the
Plan, each Option shall be exercisable for the full number of shares of
Common Stock subject thereto, or any part thereof, in four equal cumulative
annual installments commencing one year after the date of grant, or in such
other installments and at such other intervals as the Board may in any
specific case or cases otherwise specifically determine in granting such
Option; provided, however, that each Option shall provide that it shall
become exercisable as to at least one-fifth (1/5) of the full number of
shares subject thereto on each anniversary date of Option Grant, and thus
become fully exercisable not more than five years after the date of grant.
Each Option shall terminate and expire, and shall no longer be subject to
exercise, ten years after the date of grant
2
<PAGE>
thereof, or at such earlier date as the Board may otherwise specifically
determine in granting such Option. The Option shall be exercised by the
Participant by giving written notice to the Company specifying the number of
full shares to be purchased and accompanied by payment of the full purchase
price therefor in cash, by check or in such other form of lawful
consideration (including promissory notes) as the Board may approve from time
to time.
Section 8. OPTION. Each Option granted under the Plan shall be evidenced
by a written stock option executed by the Company and delivered to the
Participant, which shall be substantially in the form attached as Exhibits
A-1 or A-2 hereto, or shall be in such other form as specified by the Board.
Section 9. ISSUANCE OF COMMON STOCK. The Company's obligation to issue
shares of Common Stock upon the exercise of an Option is expressly
conditioned upon the making of such investment representations and related
undertakings by the Participant (or his legal representative, heir or
legatee, as the case may be) in order to comply with the requirements of any
exemption from any securities law registration or other qualification of such
shares which the Company in its sole discretion shall deem necessary or
advisable. Such required representations and undertakings may include
representations and agreements that such Participant (or his legal
representative, heir or legatee): (a) is purchasing such shares for
investment and not with any present intention of selling or otherwise
disposing thereof; and (b) agrees to have placed upon the face and reverse of
any certificates evidencing such shares a legend setting forth (i) any
representations and undertakings which such Participant has given to the
Company or a reference thereto, and (ii) that, prior to effecting any sale or
other disposition of any such shares, the Participant must furnish to the
Company an opinion of counsel, satisfactory to the Company and its counsel,
to the effect that such sale or disposition will not violate the applicable
requirements of state and federal laws and regulatory agencies.
Section 10. NONTRANSFERABILITY. No Option shall be assignable or
transferable, except by will or by the laws of descent and distribution.
During the lifetime of a Participant, any Option granted to him shall be
exercisable only by him. After the death of a Participant, the Option granted
to him may be exercised, prior to its termination as provided by Section
14(b), only by his legal representative, his legatee or a person who acquired
the right to exercise the Option by reason of the death of the Participant.
Section 11. RECAPITALIZATION, REORGANIZATION, MERGER OR CONSOLIDATION.
If the outstanding shares of Common Stock of the Company are increased,
decreased or exchanged for different securities through reorganization,
merger, consolidation, recapitalization, reclassification, stock split, stock
dividend or like capital adjustment, a proportionate adjustment shall be made
(a) in the aggregate number of shares of Common Stock which may be purchased
pursuant to the exercise of Options under the Plan, as provided in Section 5,
and (b) in the number, price, and kind of shares subject to any outstanding
Option granted under the Plan.
Upon the dissolution or liquidation of the Company or upon any
reorganization, merger or consolidation in which the Company does not
survive, the Plan and each outstanding Option shall terminate; provided that
in such event: (a) each Participant to whom no Option has been tendered by
the surviving corporation in accordance with all of the terms of provision
3
<PAGE>
(b) immediately below shall have the right until five days before the
effective date of such dissolution or liquidation, or such merger or
consolidation in which the Company is not the surviving corporation, to
exercise in whole or in part any unexpired Option or Options issued to him,
without regard to the installment provisions of Section 7 of the Plan or any
option agreement; or (b) in its sole and absolute discretion, the surviving
corporation may, but shall not be so obligated, tender to any Participant
holding an Option, an option or options to purchase shares of the surviving
corporation, and such new option or options shall contain such terms and
provisions as shall be required substantially to preserve the rights and
benefits of any Option then outstanding under the Plan. Each Participant
shall be given written notice by the Company of any such proposed or
contemplated dissolution, liquidation, reorganization, merger or
consolidation at least 35 days prior to the effective date thereof, which
notice shall advise such Participant of the proposed dissolution,
liquidation, reorganization, merger or consolidation and the rights of the
Participant pursuant to this paragraph.
To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except
as hereinbefore expressly provided in this Section 11, the Participant shall
have no rights by reason of any subdivision or consolidation of shares of
stock of any class or the payment of any stock dividend or any other increase
or decrease in the number of shares of stock of any class, and the number or
price of shares of Common Stock subject to any Option shall not be affected
by, and no adjustment shall be made by reason of, any dissolution,
liquidation, reorganization, merger or consolidation, or any issue by the
Company of shares of stock of any class, or rights to purchase or subscribe
for stock of any class, or securities convertible into shares of stock of any
class.
The grant of an Option pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications or
changes in its capital or business structures or to merge, consolidate,
dissolve, or liquidate or to sell or transfer all or any part of its business
or assets.
Section 12. SUBSTITUTE OPTIONS. If the Company at any time should
succeed to the business of another corporation through a merger or
consolidation, or through the acquisition of stock or assets of such
corporation, Options may be granted under the Plan to those employees of such
corporation or its subsidiaries who, in connection with such succession,
become employees of the Company or its subsidiaries, in substitution for
options to purchase stock of such corporation held by them at the time of
succession. The Board, in its sole and absolute discretion, shall determine
the extent to which such substitute Options shall be granted (if at all), the
persons to receive such substitute Options (who need not be all of the
optionees of such corporation), the number and type of Options to be received
by each such person, the Option Price of such Option (which may be determined
without regard to Section 6) and the terms and conditions of such substitute
options; provided, however, that the Option Price of each such substituted
Option shall be an amount such that, in the sole and absolute judgment of the
Board, the economic benefit provided by such Option is not greater than the
economic benefit represented by the option in the acquired corporation as of
the date of the succession.
Section 13. RIGHTS AS A SHAREHOLDER. A Participant holding an Option,
or a
4
<PAGE>
transferee of an Option, shall have no rights as a shareholder with respect
to any shares covered by his Option until the date of the issuance of a stock
certificate to him for such shares, and no adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior
to the date such stock certificate is issued, except as expressly provided in
Section 11.
Section 14. TERMINATION OF OPTIONS. Each Option granted under the Plan
shall set forth a termination date thereof, which date shall be not later
than ten years from the date such Option is granted. In any event all Options
shall terminate and expire upon the first to occur of the following events:
(a) the expiration of 60 days from the date of such Participant's
termination of employment (other than by reason of death), except that if the
Participant is then disabled (within the meaning of Section 105(d)(4) of the
Internal Revenue Code), the expiration of one year from the date of the
Participant's termination of employment; or
(b) the expiration of 180 days from the date of the death of such
Participant if his death occurs while he is employed by the Company or any of
its subsidiaries; or
(c) the termination of the Option pursuant to Section 11 of the
Plan.
The termination of employment of a Participant by death or otherwise
shall not accelerate or otherwise affect the number of shares with respect to
which an Option may be exercised, and the Option may only be exercised with
respect to that number of shares which could have been purchased under the
Option had the Option been exercised by the Participant on the date of such
termination.
Section 15. WITHHOLDING OF TAXES. The Company shall deduct and
withhold from the wages, salary, bonus and other income paid by the Company
to the Participant the requisite tax upon the amount of taxable income, if
any, recognized by the Participant in connection with the exercise in whole
or in part of any Option or the sale of Common Stock issued to the
Participant upon exercise of the Option, all as may be required from time to
time under any federal or state tax laws and regulations. This withholding of
tax shall be made from the Company's concurrent or next payment of wages,
salary, bonus or other income to the Participant or by payment to the Company
by the Participant of required withholding tax, as the Board may determine.
Section 16. VOTING AGREEMENT. All shares of Common Stock which may be
purchased pursuant to the exercise of Options granted under the Plan shall be
subject to a Voting Agreement in the form attached hereto as Exhibit B. The
Company may require, as a condition to the grant and/or exercise of any
Options, that the Participant confirm that such shares of Common Stock are
subject to such Voting Agreement by executing and delivering to the Company
such form of Voting Agreement; provided, however, that the failure of the
Participant to execute the Voting Agreement shall not affect the rights of
the Company and its assigns under this Plan, and any shares issued upon
exercise of Options shall (notwithstanding any failure by the Participant to
execute such Voting Agreement) be subject to the terms and conditions of such
5
<PAGE>
Voting Agreement with the same force and effect as if such Voting Agreement
had in fact been executed by the Participant.
Section 17. TERMINATION OF PLAN. The Plan shall terminate when all
Options granted hereunder either have been fully exercised, and all shares of
Common Stock which may be purchased pursuant to the exercise of such Options
have been so purchased, or have expired; provided, however, that (1) the Plan
shall in any event terminate not later than ten years from the date of the
adoption of the Plan or the date of approval of the Plan by the shareholders
of the Company, whichever is earlier, and (2) the Board may in its absolute
discretion terminate the Plan at any time. No such termination, other than as
provided for in Section 11 hereof, shall in any way affect any Option then
outstanding.
Section 18. AMENDMENT OF PLAN. The Board may make such amendments to
the Plan and, with the consent of each Participant affected, in the terms and
conditions of granted Options, as it shall deem advisable, including, but not
limited to, accelerating the time at which an Option may be exercised.
Section 19. INFORMATION TO OPTIONEES AND PURCHASERS. The Company
annually shall provide to each Participant financial statements, to the
extent required by Section 260.140.46 of the rules of the California
Commissioner of Corporations (the "Rules"), which have been approved by the
Board. Such financial statements also shall be provided to each individual
who was a Participant in the Plan, has acquired shares of Common Stock
pursuant to the Plan and still owns such shares, to the extent required by
the Rules. The stock option agreement of each Optionee may include a
confidentiality clause which provides that, by accepting the Option, the
Participant agrees not to disclose any information contained in such
financial statements, not to duplicate or transmit such information to any
other person, and not to use such information for any purpose adverse to the
Company.
6
<PAGE>
EXHIBIT A-1
INCENTIVE STOCK OPTION
Optionee: __________________________
No. of Shares: _____________________
Option Price: ______________________
Commencement Date: ________________________
Execution of this Option on behalf of ComCore Semiconductor, Inc.:
COMCORE SEMICONDUCTOR, INC.
By: ________________________________
Title: _____________________________
THIS OPTION is granted as of _________________, by ComCore
Semiconductor, Inc., a California corporation (the "Company"), to the
Optionee indicated at the top of this page (the "Optionee"). Under the 1997
Stock Option Plan (the "Plan"), the Board of Directors has authorized the
grant to the Optionee of an incentive stock option to purchase shares of the
Common Stock of the Company under the terms and conditions of this Option.
This Option is intended to be, and is designated as, an Incentive Stock
Option under the Plan. This Option consists of seven numbered paragraphs, and
has been executed by the Company at the top of this page.
1. OPTION; NUMBER OF SHARES; PRICE.
The Company grants to the Optionee the right ("Option") to
purchase all or any portion of the number of shares of the Common Stock of
the Company indicated at the top of this page ("Stock") at the purchase price
per share indicated at the top of this page (the "Option Price"). This Option
is subject to the terms and conditions stated herein and in the Plan,
including but not limited to the provisions of the Plan under which this
Option shall be subject to modification if and when certain events occur.
2. TERM OF OPTION.
This Option shall expire when the first of the following occurs:
(a) the tenth anniversary date of the Commencement Date indicated
at the top of the first page of this Option;
(b) the expiration of sixty days from the date of the Optionee's
<PAGE>
termination of employment, either voluntary or involuntary and either with or
without cause (other than by reason of death), except that if the Optionee is
then disabled (within the meaning of Section 105(d)(4) of the Internal
Revenue Code), the expiration of one year from the date of the Optionee's
termination of employment;
(c) the expiration of 180 days from the date the Optionee dies
if he dies while he is employed by the Company or any of its subsidiaries; or
(d) the termination of the Option under the Plan.
3. EXERCISE OF OPTION.
This Option may be exercised by the Optionee (or, after his death,
by the person designated in Section 5) only in accordance with the following
provisions:
(a) this Option may be exercised by the Optionee upon delivery of
the following to the Company at its principal executive offices:
(i) a written notice of exercise which identifies this
Option and states the number of shares of Stock then being purchased;
(ii) a check or cash in the amount of the purchase price (or
payment of the purchase price in such other form of lawful consideration as
the Company's Board of Directors may approve from time to time under the
provisions of the Plan);
(iii) a letter or agreement, if requested by the Company, in
such form and substance as the Company may require, setting forth the
investment intent of the Optionee and such other agreements and
representations as described in the Plan;
(iv) a check or cash, if requested by the Company either
before or after the Company's receipt of the notice of exercise, in the
amount of any taxes (other than stock issue or transfer taxes) which the
Company is obligated to collect or withhold by reason of the exercise of this
Option; and
(v) if the same has not previously been executed and
delivered to the Company, a Voting Agreement as provided in the Plan,
executed by the Optionee.
(b) This Option shall become exercisable in ____________ equal
annual installments on each anniversary date of the Commencement Date, which
is indicated at the top of the first page of this Option. On and after each
such anniversary date, the Optionee shall be entitled to purchase all or any
portion of __________ of the shares of Stock set forth in Section 1 above
(appropriately adjusted for stock splits, stock dividends and similar capital
modifications).
The installments shall be cumulative, such that this Option may be
exercised as to any or all of the Stock covered by an installment at any time
or times after that installment becomes exercisable and until this Option
expires or terminates.
<PAGE>
4. TERMINATION OF EMPLOYMENT.
The termination of the employment of the Optionee by death,
disability or otherwise shall not accelerate or otherwise affect the number
of shares with respect to which this Option may be exercised; provided,
however, that this Option may only be exercised with respect to that number
of shares which could have been purchased under this Option if this Option
had been exercised by the Optionee on the date of termination.
5. DEATH OF OPTIONEE; NO ASSIGNMENT.
The rights of the Optionee under this Option may not be assigned
or transferred except by will or by the laws of descent and distribution.
This Option shall be exercisable only by the Optionee during his lifetime.
Any attempt to assign this Option in contravention of this Option shall be
void and shall have no effect. If the Optionee should die while he is
employed by the Company or a subsidiary, his legal representative, his
legatee, or the person who acquired the right to exercise this Option by
reason of the death of the Optionee (this group shall be collectively known
as "successors") succeeds to the Optionee's rights under this Option. After
the death of the Optionee, only his successor may exercise this Option.
6. NO RIGHTS AS SHAREHOLDER.
The Optionee shall have no rights as a shareholder of any shares
of Stock covered by this Option until the date of issuance of a stock
certificate to him. Except as may be provided under the Plan, the Company
will make no adjustment for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for
which the record date is prior to the date the stock certificate is issued.
7. THIS OPTION SUBJECT TO PLAN.
This Option is granted under the provisions of the Plan and shall
be interpreted in a manner consistent with it. Any provision in this Option
inconsistent with the Plan shall be superseded and governed by the Plan. A
copy of the Plan is available to the Optionee at the Company's principal
executive offices upon request and without charge.
<PAGE>
EXHIBIT A-2
NONQUALIFIED STOCK OPTION
Optionee: __________________________
No. of Shares: _____________________
Option Price: $______________________
Commencement Date: ________________________
Execution of this Option on behalf of ComCore Semiconductor, Inc.:
COMCORE SEMICONDUCTOR, INC.
By: ________________________________
Title: _____________________________
THIS OPTION is granted as of ______________, 19__, by ComCore
Semiconductor, Inc., a California corporation (the "Company"), to the
Optionee indicated at the top of this page (the "Optionee"). Under the 1997
Stock Option Plan (the "Plan"), the Board of Directors has authorized the
grant to the Optionee of a nonqualified stock option to purchase shares of
the Common Stock of the Company under the terms and conditions of this
Option. This Option is intended to be, and is designated as, a Nonqualified
Stock Option under the Plan. This Option consists of seven numbered
paragraphs, and has been executed by the Company at the top of this page.
1. OPTION; NUMBER OF SHARES; PRICE.
The Company grants to the Optionee the right ("Option") to
purchase all or any portion of the number of shares of the Common Stock of
the Company indicated at the top of this page ("Stock") at the purchase price
per share indicated at the top of this page (the "Option Price"). This Option
is subject to the terms and conditions stated herein and in the Plan,
including but not limited to the provisions of the Plan under which this
Option shall be subject to modification if and when certain events occur.
2. TERM OF OPTION.
This Option shall expire when the first of the following occurs:
(a) the tenth anniversary date of the Commencement Date indicated
at the top of the first page of this Option;
(b) the expiration of sixty days from the date of the Optionee's
<PAGE>
termination of employment, either voluntary or involuntary and either with or
without cause (other than by reason of death), except that if the Optionee is
then disabled (within the meaning of Section 105(d)(4) of the Internal
Revenue Code), the expiration of one year from the date of the Optionee's
termination of employment;
(c) the expiration of 180 days from the date the Optionee dies if
he dies while he is employed by the Company or any of its subsidiaries; or
(d) the termination of the Option under the Plan.
3. EXERCISE OF OPTION.
This Option may be exercised by the Optionee (or, after his death,
by the person designated in Section 5) only in accordance with the following
provisions:
(a) This Option may be exercised by the Optionee upon delivery of
the following to the Company at its principal executive offices:
(i) a written notice of exercise which identifies this Option
and states the number of shares of Stock then being purchased;
(ii) a check or cash in the amount of the purchase price (or
payment of the purchase price in such other form of lawful consideration as
the Company's Board of Directors may approve from time to time under the
provisions of the Plan);
(iii) a letter or agreement, if requested by the Company, in
such form and substance as the Company may require, setting forth the
investment intent of the Optionee and such other agreements and
representations as described in the Plan;
(iv) a check or cash, if requested by the Company either
before or after the Company's receipt of the notice of exercise, in the
amount of any taxes (other than stock issue or transfer taxes) which the
Company is obligated to collect or withhold by reason of the exercise of this
Option; and
(v) if the same has not previously been executed and
delivered to the Company, a Voting Agreement as provided in the Plan,
executed by the Optionee.
(b) This Option shall become exercisable in ________ (__) equal
annual installments on each anniversary date of the Commencement Date, which
is indicated at the top of the first page of this Option. On and after each
such anniversary date, the Optionee shall be entitled to purchase all or any
portion of ____________ (___) of the shares of Stock set forth in Section 1
above (appropriately adjusted for stock splits, stock dividends and similar
capital modifications).
The installments shall be cumulative, such that this Option may be
exercised as to any or all of the Stock covered by an installment at any time
or times after that installment becomes exercisable and until this Option
expires or terminates.
<PAGE>
4. TERMINATION OF EMPLOYMENT.
The termination of the employment of the Optionee by death,
disability or otherwise shall not accelerate or otherwise affect the number
of shares with respect to which this Option may be exercised; provided,
however, that this Option may only be exercised with respect to that number
of shares which could have been purchased under this Option if this Option
had been exercised by the Optionee on the date of termination.
5. DEATH OF OPTIONEE; NO ASSIGNMENT.
The rights of the Optionee under this Option may not be assigned
or transferred except by will or by the laws of descent and distribution.
This Option shall be exercisable only by the Optionee during his lifetime.
Any attempt to assign this Option in contravention of this Option shall be
void and shall have no effect. If the Optionee should die while he is
employed by the Company or a subsidiary, his legal representative, his
legatee, or the person who acquired the right to exercise this Option by
reason of the death of the Optionee (this group shall be collectively known
as "successors") succeeds to the Optionee's rights under this Option. After
the death of the Optionee, only his successor may exercise this Option.
6. NO RIGHTS AS SHAREHOLDER.
The Optionee shall have no rights as a shareholder of any shares
of Stock covered by this Option until the date of issuance of a stock
certificate to him. Except as may be provided under the Plan, the Company
will make no adjustment for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for
which the record date is prior to the date the stock certificate is issued.
7. THIS OPTION SUBJECT TO PLAN.
This Option is granted under the provisions of the Plan and shall
be interpreted in a manner consistent with it. Any provision in this Option
inconsistent with the Plan shall be superseded and governed by the Plan. A
copy of the Plan is available to the Optionee at the Company's principal
executive offices upon request and without charge.
<PAGE>
EXHIBIT B
VOTING AGREEMENT
The undersigned, _____________________________________ (the
"Shareholder"), in the Shareholder's capacity as the holder of any shares of
the Common Stock (the "Common Stock") of ComCore Semiconductor, Inc., a
California corporation (the "Company") issued pursuant to the 1997 Stock
Option Plan of the Company, hereby agrees with the Company as follows:
1. AGREEMENT TO VOTE COMMON STOCK ON CERTAIN MATTERS. At any and all
meetings of the shareholders of the Company (or with respect to any written
consent solicited in lieu thereof), the Shareholder agrees to vote (or give
its written consent in lieu thereof with respect to) all of the Common Stock
in favor of any proposal approved by the Board of Directors of the Company
(the "Board") and submitted to the holders of the Common Stock of the Company
for their approval; provided, however, that the Shareholder shall be so
obligated to vote in favor of any such proposal only (a) in connection with a
vote, required by the California Corporations Code or otherwise by law, of
the holders of the Common Stock voting alone as a separate class, and (b) if
such proposal is additionally subject (or specifically made subject by the
Board) to approval by the outstanding shares of Common Stock and Series B
Convertible Preferred Stock voting together as if a single class (with the
Series B Convertible Preferred Stock voting on an as-converted basis), in
which case this Voting Agreement shall not be applicable to such vote of the
Common Stock when so voting together with the Series B Convertible Preferred
Stock as if a single class (but shall only be applicable to such separate
class vote of the Common Stock alone).
2. TERM. The term of this Agreement shall commence upon the date
hereof and shall expire on that date which is ten years thereafter.
3. LEGEND. All certificates representing the Common Stock shall be
endorsed with substantially the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
THE TERMS AND CONDITIONS OF A VOTING AGREEMENT EXECUTED BY
THE HOLDER OF THIS CERTIFICATE IN FAVOR OF THE COMPANY.
COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY
WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE
PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY."
4. TRANSFERS. This Voting Agreement shall be binding upon any
transferee(s) of the Common Stock. The Company may require any such
transferee(s) to execute a counterpart of this Voting Agreement as a
condition to the issuance of a new share certificate upon transfer.
<PAGE>
5. ENFORCEABILITY/SEVERABILITY. The parties hereto agree that each
provision of this Agreement shall be interpreted in such a manner as to be
effective and valid under applicable law. If any provision of this Agreement
shall nevertheless be held to be prohibited by or invalid under applicable
law, (a) such provision shall be effective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement, and (b) the parties
shall, to the extent permissible by applicable law, amend this Agreement, or
enter into a voting trust agreement under which the Common Stock shall be
transferred to a voting trust created thereby, so as to make effective and
enforceable the intent of this Agreement.
6. AMENDMENTS AND WAIVERS. Any term hereof may be amended and the
observance of any term hereof may be waived only with the written consent of
the Company and Shareholder; provided, however, that the Company shall not
consent to any amendment or waiver of this Agreement without the consent of
the holders of a majority of the Company's Series A Convertible Preferred
Stock (and Common Stock issued upon conversion thereof).
IN WITNESS WHEREOF, this Voting Agreement has been executed by the
undersigned to be effective as of ___________, 19__.
COMCORE SEMICONDUCTOR, INC.
By: ________________________________
Title: _____________________________
SHAREHOLDER
____________________________________
(Signature)
____________________________________
(Type or Print Name of Shareholder)
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
National Semiconductor Corporation:
We consent to incorporation by reference in the registration statement on
Form S-8 of National Semiconductor Corporation dated May 28, 1998 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 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 in the May 25, 1997 Annual
Report on Form 10-K of National Semiconductor Corporation.
/s/ KPMG Peat Markwick LLP
Mountain View, California
May 26, 1998
<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.
<TABLE>
<CAPTION>
SIGNATURE DATE
--------- ----
<S> <C>
/s/ BRIAN L. HALLA April 24, 1998
- ---------------------------------
Brian L. Halla
/s/ GARY P. ARNOLD April 28, 1998
- ---------------------------------
Gary P. Arnold
/s/ ROBERT BESHAR April 24, 1998
- ---------------------------------
Robert Beshar
/s/ MODESTO A. MAIDIQUE April 24, 1998
- ---------------------------------
Modesto A. Maidique
/s/ EDWARD R. McCRACKEN April 24, 1998
- ---------------------------------
Edward R. McCracken
/s/ J. TRACY O'ROURKE April 24, 1998
- ---------------------------------
J. Tracy O'Rourke
/s/ CHARLES E. SPORCK April 24, 1998
- ---------------------------------
Charles E. Sporck
/s/ DONALD E. WEEDEN April 24, 1998
- ---------------------------------
Donald E. Weeden
</TABLE>
<PAGE>
<TABLE>
<S> <C>
/s/ DONALD MACLEOD April 15, 1998
- ---------------------------------
Donald Macleod
/s/ RICHARD D. CROWLEY, JR. April 20, 1998
- ---------------------------------
Richard D. Crowley, Jr.
</TABLE>
