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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ Quarterly Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 29, 1996
or
/ / Transition Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
Commission File Number 0-11438
BURR-BROWN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 86-0445468
(State of Incorporation) (IRS Employer I.D. No.)
6730 South Tucson Boulevard
Tucson, Arizona 85706
(Address of principle executive offices)
(520) 746-1111
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
------- -------
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, not including shares held
in treasury, as of the close of the period covered by this
report.
COMMON STOCK, $0.01 PAR VALUE 15,966,217 SHARES
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<PAGE>
BURR-BROWN CORPORATION AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
PAGE #
ITEM 1. FINANCIAL STATEMENTS (Unaudited) Consolidated
Statements of Income, Three and 3
Six Months Ended June 29, 1996, and July 1, 1995
Consolidated Balance Sheets, 4
June 29, 1996, and December 31, 1995
Consolidated Statements of Cash Flows, Six 5
Months Ended June 29, 1996, and July 1, 1995
Notes to Consolidated Financial Statements 6
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 7
PART II. OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS 9
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS 9
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 4: Certificate of Amendment of
Restated Certificate of Incorporation of
Burr-Brown Corporation,filed herein. 10
Exhibit 10: Amendment and Restated Burr
Brown Corporation 1993 Stock Incentive Plan,
filed herein. 11
Exhibit 11: Computation of Consolidated
Earnings Per Share,filed herein. 27
(b) Reports on Form 8-K: The Company did not file
any reports on Form 8-K during the quarter ended June 29,
1996
SIGNATURES
SIGNATURE PAGE 28
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<PAGE>
PART I. FINANCIAL INFORMATION
BURR-BROWN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
Jun. 29, Jul. 1,
1996 1995
-------- --------
<S> <C> <C>
Net Revenue $58,181 $69,594
% (decrease) increase in revenue
over prior year (16%) 46%
Cost of Goods Sold 28,427 35,796
-------- --------
Gross Margin 29,754 33,798
% of revenue 51% 49%
Expenses:
Research & Development 7,293 6,921
% of revenue 13% 10%
Sales, Marketing, General and
Administrative 14,061 16,811
% of revenue 24% 24%
-------- --------
Total Operating Expenses 21,354 23,732
% of revenue 37% 34%
Income from Operations 8,400 10,066
% of revenue 14% 15%
Interest Expense 172 315
Gain from Sale of Subsidiary - -
Other (Income) Expense (949) 374
------- -------
Income Before Income Taxes 9,177 9,377
% of revenue 16% 13%
Provision for Income Taxes 2,570 2,532
Effective Tax Rate 28% 27%
------- -------
Net Income $6,607 $6,845
% of revenue 11% 10%
% (decrease) increase in net
income over prior year (3%) 249%
======= =======
Earnings per Common Share $.40 $.45
======= =======
Shares used in per common
share calculation 16,658 15,212
======= =======
<CAPTION>
Six Months Ended
Jun. 29, Jul. 1,
1996 1995
-------- --------
<S> <C> <C>
Net Revenue.....................$119,355 $129,141
% (decrease) increase in revenue
over prior year................. (8%) 36%
Cost of Goods Sold.............. 58,924 67,157
-------- --------
Gross Margin.................... 60,431 61,984
% of revenue 51% 48%
Expenses:
Research & Development 14,636 12,749
% of revenue 12% 10%
Sales, Marketing, General and
Administrative 28,890 32,378
% of revenue 24% 25%
-------- --------
Total Operating Expenses 43,526 45,127
% of revenue 36% 35%
Income from Operations 16,905 16,857
% of revenue 14% 13%
Interest Expense 370 598
(Gain) from Sale of Subsidiary (6,680) -
Other (Income) Expense (2,070) 502
-------- -------
Income Before Income Taxes 25,285 15,757
% of revenue 21% 12%
Provision for Income Taxes 7,080 4,255
Effective Tax Rate 28% 27%
-------- -------
Net Income $18,205 $11,502
% of revenue 15% 9%
% (decrease) increase in net income
over prior year 58% 211%
======= =======
Earnings per Common Share $1.08 $.76
======= =======
Shares used in per common
share calculation 16,800 15,071
<FN>
See Notes to Consolidated Financial Statements
</TABLE>
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<PAGE>
BURR- BROWN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
Jun. 29, Dec. 31,
1996 1995
--------- --------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash and Cash Equivalents $73,086 $42,477
Short-Term Investments 19,888 43,738
Trade Receivables 47,649 55,713
Inventories 48,027 47,852
Other 13,015 6,463
-------- -------
Total Current Assets 201,665 196,243
Land, Buildings and Equipment
Land 3,392 3,393
Buildings and Improvements 23,844 23,294
Equipment 108,854 100,812
-------- --------
136,090 127,499
Less Accumulated Depreciation (79,088) (76,075)
-------- --------
57,002 51,424
Other Assets 3,795 4,582
-------- --------
262,462 252,249
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes Payable $21,663 $17,904
Accounts Payable 15,922 17,359
Accrued Expenses 8,041 8,703
Accrued Employee Compensation
and Payroll Taxes 7,007 8,929
Deferred Profit from Distributors 7,758 6,198
Income Taxes Payable 5,127 6,092
Current Portion of
Long-Term Debt 1,102 1,150
-------- --------
Total Current Liabilities 66,620 66,335
Long-Term Debt 2,080 1,808
Deferred Gain 1,871 2,619
Deferred Income Taxes 749 159
Other Long-Term Liabilities 1,760 2,183
Commitments and Contingencies - -
Stockholders' Equity
Preferred Stock - -
Common Stock 166 165
Additional Paid-In Capital 90,009 89,698
Retained Earnings 105,993 87,801
Equity Adjustment From Foreign
Currency Translation 2,484 3,162
Treasury Stock (9,270) (1,681)
-------- --------
189,382 179,145
--------- --------
$262,462 $252,249
======== ========
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
- -4-
<PAGE>
BURR-BROWN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Jun. 29, Jul. 1,
1996 1995
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES:
Net Income $18,205 $11,502
Adjustments to Reconcile Net
Income to Net Cash Provided by
Operating Activities:
Depreciation and Amortization 6,498 5,962
Amortization of Deferred Gain (748) (749)
Provision for Losses on
Inventories 3,334 2,600
Provision for (Benefit from) Deferred
Income Taxes 2,744) (772)
Increase (Decrease) in Deferred
Profit from Distributors 1,560 677
Gain from Sale of Subsidiary (6,680) -
Other (104) 297
Changes in Operating Assets
and Liabilities:
(Increase) Decrease in Trade
Receivables 3,647 (11,376)
(Increase) Decrease in
Inventories (7,206) 2,498)
(Increase) Decrease in
Other Assets (3,697) (1,854)
Increase (Decrease) in Accounts
Payable 379 3,584
Increase (Decrease) in Accrued
Expenses and Other Liabilities (3,366) 7,505
-------- --------
Net Cash Provided By Operating
Activities 9,078 14,878
INVESTING ACTIVITIES:
Net Maturities (Purchases) of
Short-Term Investments 23,850 -
Purchases of Land, Buildings
and Equipment (14,859) (9,537)
Proceeds from Sale of Equipment 374 78
Proceeds from Sale of Subsidiary 12,804 -
------- --------
Net Cash Provided in(Used in)
Investing Activities 22,169 (9,459)
FINANCING ACTIVITIES:
Proceeds from Short-Term and Long-Term
Borrowings 7,158 436
Payments of Short-Term and Long-Term
Borrowings (586) (1,384)
(Payments for) Proceeds from Capital
Stock Activity, Net (7,231) 385
-------- --------
Net Cash Used in Financing
Activities (659) (563)
Effect of Exchange Rate Changes 21 (654)
-------- --------
Increase in Cash and Cash
Equivalents 30,609 4,202
Cash and Cash Equivalents at
Beginning of Year 42,477 9,925
-------- --------
Cash and Cash Equivalents at
End of Six Months $73,086 $14,127
======== ========
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
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<PAGE>
BURR-BROWN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands)
1. BASIS OF PRESENTATION
The consolidated financial statements included herein
have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and
footnote disclosures normally included in financial
statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted
pursuant to such rules and regulations. In the opinion
of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair
presentation have been included. Operating results for
the six months ended June 29, 1996 are not necessarily
indicative of the results to be expected for the year
ending December 31, 1996. For further information, refer
to the consolidated financial statements and footnotes
thereto included in the Company's Annual Report or Form
10-K for the year ended December 31, 1995 filed with the
Securities and Exchange Commission.
2. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
Jun. 29, Dec. 31,
1996 1995
-------- --------
<S> <C> <C>
Raw Material $10,663 $13,842
Work-in-Proces 19,659 17,830
Finished Goods 17,705 16,180
-------- --------
$48,027 $47,852
======== =======
</TABLE>
3. TAX RATE
The effective tax rate for 1996 is estimated to be 28%.
The 1996 tax rate has been favorably impacted by the
expected significant reduction of the deferred tax asset
valuation allowance as benefits are expected to be
realized given the continued profitability of the Company
throughout the world.
4. CONTINGENCIES
On August 7, 1996, the Company was dismissed from a
lawsuit matter whereby the plaintiffs were charging that
they and their respective properties were damaged from
the release of contaminants into the ground water. There
was insufficient evidence that the water beneath Burr-
Brown's site commingled with the contaminated ground
water.
5. SALE OF SUBSIDIARY
On March 12, 1996, the Company completed the sale of its
interest in Power Convertibles Corporation (PCC) to a
subsidiary of Charter Power Systems Incorporated for
$12.8 million in cash. PCC produces battery chargers for
cellular telephones and modular DC to DC converters used
in a variety of applications. During 1995, PCC
accounted for 9.5% of the Company's revenue and 3% of its
profits. PCC generated 4.9% of first quarter 1996
revenue and made no contribution to net income. Prior to
the sale, PCC employed 440 people, or 21% of Burr-Brown's
total world wide work force. The sale of PCC will allow
the Company to better focus resources on its primary
business of analog and mixed signal integrated circuits.
- -6-
<PAGE>
BURR-BROWN CORPORATION AND SUBSIDIARIES MANAGEMENT'S
DISCUSSION AND ANALYSIS
The following discussion and analysis may contain
forward-looking statements that involve risks and
uncertainties. Factors that might cause actual results to
differ from those currently anticipated include, but are
not limited to, those discussed under Factors Affecting
Future Results.
RESULTS OF OPERATIONS
Net income for three and six months ended of 1996 was
$6.6 million or $.40 per share and $18.2 million or $1.08
per share, respectively . The first six month's net
income is comprised of income from recurring operations
of $13.4 million or $.80 per share and a non-recurring
gain of $4.8 million or $.28 per share relating to the
sale of Power Convertibles Corporation (PCC), a
subsidiary sold in the first quarter of 1996. Excluding
this gain, compared to the first six months of 1995, net
income from recurring operations increased by 16.5%.
Improved gross profit, increased income from investments
and strict control of operating expenses drove this
improvement in profitability.
Revenue for the second quarter was $58.2 million. When
excluding revenue of PCC, revenue from ongoing operations
was level with the preceding quarter. Revenue, net of
PCC activity, for the first six months of 1996 was $3.2
million or 2.9% higher than the same period in 1995. The
Company's end markets of medical imaging, instrumentation
and communications continued to show a strong demand.
Industrial process control and digital audio, the
Company's two largest segments remained stable with the
prior quarter. The computing market, in which the
Company has very limited participation, continued to show
weakness.
Gross margin as a percentage of sales has continued to
improve to 51.1%, a gain of 1 percentage point over the
prior quarter and up 2.5 percentage points over 1995's
second quarter. This is the sixth consecutive quarterly
improvement in gross margin. At 50.6% of sales, year-to-
date gross margin increased by 2.6 percentage points over
1995's comparative period. Manufacturing cost reduction
has resulted in this improvement in the gross margin
ratio.
Total operating expenses at $21.4 million were lower than
the prior quarter and the year ago quarter. Operating
expenses for the first six months of 1996 were $1.6
million or 3.5% lower than the first six months of 1995.
These decreases occurred even though Research &
Development (R&D) spending increased substantially as a
percentage of sales. R&D spending increased 2.6
percentage points over the second quarter of 1995 and 2.4
percentage points when comparing the first six months.
R&D expense increased due to the addition of technical
personnel and higher spending relating to new product and
new manufacturing process development. This investment
resulted in a record 15 new products introduced in the
second quarter and 12 new product introductions in the
first quarter. Sales, Marketing and General and
Administrative (SMG&A) expenses were reduced by 5.2% from
the preceding quarter and by 16.4% over the year ago
quarter. These changes represent the continuation of a
strategy to reduce the SMG&A expense while increasing R&D
investments as a primary driver of revenue growth.
Reductions in SMG&A were achieved through the
consolidation of certain administrative activities,
expanded use of third party distributors and tight
expense control.
Interest income of $2 million was generated on the cash,
cash equivalents and short-term investments that ranged
from $85-93 million during the first six months of 1996.
This compares to almost no interest income in the first
six months of 1995. The first quarter effective tax rate
was 28% as compared to 27% for 1995. The 1996 effective
tax rate has been favorably impacted by the expected
significant reduction of the deferred tax asset valuation
allowance as benefits are expected to be realized given
the continued profitability of the Company throughout the
world.
FOREIGN OPERATIONS
International markets constitute the majority source of
the Companys revenues. The resulting transactions have
exchange rate fluctuation risk associated with them.
Exchange rate risk is reduced through the natural hedges
afforded by the Companys foreign operations, dollar-
based or dollar-indexed sales transactions and the
purchase of foreign contracts to hedge its foreign
currency net accounts receivable due from the
international subsidiaries. The forward contracts are in
three primary currencies: Japanese Yen, British Pounds
and German Marks. Exchange rate fluctuations can also
affect the Companys reported revenue to the extent that
the international subsidiaries sales are in non-indexed
foreign currencies but reported in the consolidated
financial statements in U.S. dollars using a weighted
average exchange rate. When compared to the first six
months of the prior year, the effect of foreign exchange
rate changes had approximately an 8% unfavorable impact
on first six months of 1996 revenue.
- -7-
<PAGE>
FACTORS AFFECTING FUTURE RESULTS
The Companys future operating results cannot necessarily
be predicted based on past performance due to a number of
factors affecting the Company and the semiconductor
industry. The semiconductor industry is influenced by
rapidly changing technology, the supply and price of raw
materials, increased competition, price erosion,
international monetary and economic conditions generally.
The Companys future success also rests in its ability
to make new product introductions that are timely,
achieve market acceptance and produce acceptable
margins. Although the Company believes it has adequate
resources to sustain current operations, its financial
results may be significantly affected by the above and
other factors.
FINANCIAL CONDITION
Cash, cash equivalents and short-term investments
increased by $6.8 million or 7.8% during the first six
months of 1996 to $93.0 million. $12.8 million was
realized from the sale of PCC. During the first six
months, 369,000 shares of Burr-Brown stock were
repurchased at a cost of $7.6 million. This represents
partial execution of plans to repurchase up to 1 million
shares of stock to take advantage of prices considered to
be favorable to the Companys stockholders. $9.1 million
of cash was generated from operations as compared to
$14.9 million in the first six months of 1995.
Selling PCC and reducing inventory output resulted in net
inventory remaining relatively flat when compared to year
end Expenditures for plant and equipment totaled $14.9
million compared to $9.5 million for the same period last
year. Budgeted capital investments primarily target
capacity expansion at selected bottleneck points in
manufacturing, modernization of manufacturing processes
and an enterprise-wide upgrade of information systems.
Total 1996 expenditures are anticipated to range between
$30 million and $40 million.
At June 29, 1996, total debt was $24.8 million of which
$3.2 million was term debt. This compares to $20.9
million at 1995 year end. Most of this debt was held
internationally and represented an interest rate
arbitrage situation for the Company. In addition to term
debt, credit facilities of approximately $56.5 million
with both domestic and international banks were available
to the Company of which approximately $21.6 million or
38% was utilized. As of January 31, 1996, the Company
renegotiated a $15 million revolving line of credit which
expires in 1998. The current ratio improved from 2.96 at
year end to 3.03 at the end of June 29, 1996.
Given both the current cash position and available credit
facilities, Management believes the Company has
sufficient capital resources available to meet its
requirements for the foreseeable future.
Confirming managements opinions, on August 7, 1996 the
Company was dismissed with prejudice from a lawsuit
whereby the plaintiffs were charging that they and their
respective properties were damaged from the release of
contaminants into the ground water. There was
insufficient evidence that the ground water beneath Burr-
Browns site commingled with the contaminated ground
water.
- -8-
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On August 7, 1996, the Company was dismissed with
prejudice from the following case due to insufficient
evidence that ground water beneath Burr-Browns site
commingled with the contaminated ground water:
Cordova v. Hughes Aircraft Company, 294158, Superior
Court, State of Arizona, Pima County filed on January 13,
1992. The plaintiffs charged that they and their
respective properties were damaged from the release of
contaminants including Trichloroethylene (TCE) into the
ground waters and they sought monetary damages.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
a. The Annual Meeting of Shareholders was held April
26, 1996.
b. The following Directors were elected to serve until
the next Annual Meeting and until their successors
are duly elected and qualified. The Directors are
as follows:
Thomas R. Brown, Jr.
Francis J. Aguilar
John S. Anderegg, Jr.
Marcelo A. Gumucio
Syrus P. Madavi
James A. Riggs
Thomas J. Troup
Voting on this resolution were 14,564,085 shares
for, 24,627 shares authorization withheld, and
1,598,662 shares not voted.
c. The shareholders approved the amendment to the 1993
Stock Incentive Plan to increase the number of
shares of Common Stock authorized for issuance
thereunder by an additional 500,000 shares.
Voting on this resolution were 10,602,685 shares
for, 3,830,254 against, 21,395 abstained, and
1,733,040 shares not voted.
d. The shareholders approved the amendment to the
Companys restated Certificate of Incorporation to
increase the authorized shares of Common Stock from
40,000,000 shares to 80,000,000 shares.
Voting on this resolution were 13,350,169 shares
for, 1,174,390 shares against, 8,151 shares
abstained, and 1,654,664 shares not voted.
e. The shareholders approved the selection of Ernst &
Young LLP as Independent auditors for the
Corporation for the ensuing fiscal year.
Voting on this resolution were 14,571,903 shares
for, 10,781 shares against, 6,028 shares abstained,
and 1,598,662 not voted.
- -9-
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBIT 4
CERTIFICATE OF AMENDMENT OF
RESTATED ARTICLES OF INCORPORATION OF
BURR-BROWN CORPORATION
The undersigned, being the Chairman and Secretary,
respectively, of Burr-Brown Corporation, a corporation
organized and existing under the laws of the State of
Delaware, does hereby certify that:
1. The first paragraph of Article FOURTH of the
Restated Certificate of Incorporation of this corporation
is amended to read in its entirety as follows:
FOURTH: The Corporation shall be authorized
to issue two classes of shares of stock to be
designated, respectively, Preferred Stock and
Common Stock. The total number of shares which
the Corporation shall have authority to issue is
Eighty-Two Million (82,000,000) and the aggregate
par value of all shares of stock that are to have a
par value shall be Eight Hundred Twenty Thousand
Dollars ($820,000). The total number of shares of
Preferred Stock shall be Two Million (2,000,000)
and the par value of each share of such class shall
be One Cent ($.01). The total number of shares of
Common Stock shall be Eighty Million (80,000,000)
and the par value of each share of such class shall
be One Cent ($.01).
2. Said Amendment has been duly adopted in
accordance with the provisions of Section 242 of the
Delaware General Corporation Law, by approval of the
Board of Directors of the corporation and by the
affirmative vote of the holders of at least a majority of
the outstanding shares entitled to vote.
IN WITNESS WHEREOF, Burr-Brown Corporation has
caused this Certificate of Amendment to be signed by its
Chairman and attested by its Secretary this 15th day of
May, 1996.
BURR-BROWN CORPORATION
By: THOMAS R. BROWN, JR.
Thomas R. Brown, Jr.
Attest:
JILL H. RICE
Jill H. Rice, Secretary
- -10-
<PAGE>
EXHIBIT 10
BURR-BROWN CORPORATION
1993 STOCK INCENTIVE PLAN
(As Amended and Restated through February 16, 1996)
PREAMBLE
The BURR-BROWN CORPORATION previously adopted the
Burr-Brown Research Corporation Incentive Stock Plan of
1981 that was amended and restated in 1983. That plan
shall be referred to as the "Original Plan." The Burr-
Brown Corporation 1993 Stock Incentive Plan ("Plan") shall
serve as the successor to the Original Plan and will become
effective as provided in Section 7 of this Article One. On
February 11, 1994, the Plan was amended and restated to (i)
impose a limitation on the maximum number of shares for
which any one participant in the Plan may be granted Stock
Options and direct Stock issuances over the remaining term
of the Plan and (ii) establish an Automatic Option Grant
Program for the non-employee members of the Board.
ARTICLE ONE
GENERAL
1. Definitions. As used herein, the following
terms have the meanings hereinafter set forth unless the
context clearly indicates to the contrary:
1.1 "Board" shall mean the Board of
Directors of the Company.
1.2 "Change in Control" shall mean a change in ownership
or control of the Company effected through either of the
following transactions:
1.2.1 any person or related group of
persons (other than the Company or a person that directly
or indirectly controls, is controlled by, or is under
common control with, the Company) directly or indirectly
acquires beneficial ownership (within the meaning of Rule
13d-3 of the Securities Exchange Act of 1934, as amended)
of securities possessing more than fifty percent (50%) of
the total combined voting power of the Company's
outstanding securities pursuant to a tender or exchange
offer made directly to the Company's stockholders which the
Board does not recommend such stockholders to accept; or
1.2.2 there is a change in the
composition of the Board over a period of twenty-four
(24) consecutive months or less such that a majority of
the Board members (rounded up to the next whole number)
ceases, by reason of one or more proxy contests for the
election of Board members, to be comprised of individuals
who either (A) have been Board members continuously since
the beginning of such period or (B) have been elected or
nominated for election as Board members during such
period by at least a majority of the Board members
described in clause (A) who were still in office at the
time such election or nomination was approved by the
Board.
1.3 "Code" shall mean the Internal Revenue Code of 1986.
1.4 "Committee" shall mean the committee of two (2) or
more non-employee Board members appointed by the Board to
administer the Plan.
1.5 "Company" shall mean Burr-Brown Corporation, a
Delaware corporation.
1.6 "Corporate Transaction" shall mean any of the
following stockholder-approved transactions to which the
Company is a party:
1.6.1 a merger, consolidation or other reorganization in
which the Company is not the surviving entity, except for
a transaction the principal purpose of which is to change
the state in which the Company is incorporated,
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<PAGE>
1.6.2 the sale, transfer or other disposition of all or
substantially all of the assets of the Company in
complete liquidation or dissolution of the Company, or
1.6.3 any reverse merger in which the Company is the
surviving entity but in which securities possessing more
than fifty percent (50%) of the total combined voting
power of the Company's outstanding securities are
transferred to a person or persons different from those
who held such securities immediately prior to such
merger.
1.7 "Fair Market Value" shall mean the closing selling
price per share of Stock on the date in question, as
reported by the National Association of Securities
Dealers on the Nasdaq National Market. If there is no
such reported price on the date in question, then the
Fair Market Value shall be the closing selling price on
the last preceding date for which such quotation exists.
1.8 "Hostile Take-Over" shall mean a change in ownership
of the Company effected through the following
transaction:
1.8.1 any person or related group of
persons (other than the Company or a person that directly
or indirectly controls, is controlled by, or is under
common control with, the Company) directly or indirectly
acquires beneficial ownership (within the meaning of Rule
13d-3 of the Securities Exchange Act of 1934, as amended)
of securities possessing more than fifty percent (50%) of
the total combined voting power of the Company's
outstanding securities pursuant to a tender or exchange
offer made directly to the Company's stockholders which
the Board does not recommend such stockholders to accept,
and
1.8.2 more than fifty percent (50%) of
the securities so acquired in such tender or exchange
offer are accepted from holders other than the officers
and directors of the Company subject to the short-swing
profit restrictions of Section 16 of the 1934 Act.
1.9 "Option" shall mean an option to purchase Stock
granted pursuant to the provisions of the Discretionary
Option Grant or Automatic Option Grant Program.
1.10 "Optionee" shall mean any person to whom an Option
is granted pursuant to the Discretionary Option Grant or
Automatic Option Grant Program.
1.11 "Original Plan" shall mean the Burr-Brown Research
Corporation Incentive Stock Plan of 1981, as amended and
restated in 1983.
1.12 "Participant" shall mean an employee or consultant
to whom Stock is issued pursuant to the provisions of
the Stock Issuance Program.
1.13 "Plan" shall mean the Burr-Brown Corporation
1993 Stock Incentive Plan.
1.14 "Service" shall mean the performance of services on
a periodic basis to the Company (or any Subsidiary
corporation) in the capacity of an employee, a non--
employee member of the board of directors or an
independent consultant or advisor, except to the extent
otherwise specifically provided in the applicable Option
or Stock issuance agreement executed pursuant to the
provisions of the Plan.
1.15 "Stock" shall mean the Common Stock of the
Company.
1.16 "Subsidiary" or "Subsidiaries" shall mean any
corporation, the majority of the outstanding capital
stock of which is owned, directly or indirectly, by the
Company.
1.17 "Take-Over Price" shall mean the greater of (a) the
Fair Market Value per share of Stock subject to an
outstanding Option on the date that Option is surrendered
to the Company in connection with a Hostile Take-Over or
(b) the highest reported price per share of such Stock
paid by the tender offeror in effecting such Hostile
Take-Over. However, if the surrendered Option is an
incentive stock option under Federal tax laws, the Take-
Over Price shall not exceed the clause (a) price per
share.
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<PAGE>
2.0 Purpose. This Plan is intended to benefit the
Company by providing an incentive to and encouraging
Stock ownership by key employees (including officers),
non-employee members of the Board and consultants of the
Company and its Subsidiaries; by providing such key
employees, non-employee Board members and consultants the
opportunity to acquire a proprietary interest or to
increase their proprietary interest in the Company's
success; and by encouraging such individuals to remain in
the Service of the Company or its Subsidiaries.
3.0 Structure of the Plan.
3.1 Stock Programs. The Plan shall be divided
into three (3) separate components:
- The Discretionary Option Grant Program,
under which eligible individuals may, at the discretion
of the Committee, be granted Options to purchase shares
of Stock in accordance with the provisions of Article
Two.
- The Stock Issuance Program, under which
eligible individuals may be issued shares of Stock
directly, through the immediate purchase of such shares
at a price not less than eighty-five percent (85%) of
their Fair Market Value at the time of issuance, as a
bonus tied to the performance of services or the
Company's attainment of financial objectives, without any
cash payment required of the recipient.
- The Automatic Option Grant Program,
under which each non-employee Board member shall
automatically receive a special Option grant to purchase
shares of Stock in accordance with the provisions of
Article Four.
3.2 General Provisions. Unless the context
clearly indicates otherwise, the provisions of Articles
One and Five shall apply to the Discretionary Option
Grant, Stock Issuance and Automatic Option Grant Programs
and shall accordingly govern the interests of all
individuals under the Plan.
4.0 Administration.
4.1 The Discretionary Option Grant and Stock
Issuance Programs under the Plan shall be administered by
the Committee. The Committee shall initially have the
same membership as the Board's Compensation Committee.
No member of the Committee shall be, at the time of
exercise of discretion in administering this Plan or
within one (1) year prior thereto, a person eligible for
participation in the Plan or any other plan of the
Company or any of its Subsidiaries entitling the
participants therein to acquire Stock, Stock options or
Stock appreciation rights of the Company or any of its
Subsidiaries, other than pursuant to the Automatic Option
Grant Program. Members of the Committee shall serve for
such term as the Board may determine and shall be subject
to removal by the Board at any time. The Committee shall
have full authority, subject to the express provisions of
the Plan, to administer the Discretionary Option Grant
and Stock Issuance Programs, including authority to
interpret and construe any provision of such programs and
to adopt such rules and regulations as it may deem
necessary or appropriate. Decisions of the Committee
shall be final and binding on all parties who have an
interest in the Discretionary Option Grant or Stock
Issuance Program or any outstanding Option grant or Stock
issuance hereunder. No member of the Board or the
Committee shall be liable for any action or determination
made in good faith with respect to the Discretionary
Option Grant or Stock Issuance Program or any Option
grant or Stock issuance under it.
5.0 Option Grants and Stock Issuances.
5.1 The persons eligible to participate in the
Discretionary Option Grant Program under Article Two and
the Stock Issuance Program under Article Three are as
follows:
- officers and other key employees
of the Company (or its parent or subsidiary corporations,
whether now existing or subsequently established) who
render services which contribute to the management,
growth and financial success of the Company (or such
parent or subsidiary corporations); and
- those consultants or other
independent contractors who provide valuable services to
the Company (or its parent or subsidiary corporations).
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<PAGE>
Non-employee Board members shall not be eligible to
participate in the Discretionary Option Grant or Stock
Issuance Program or in any other stock option, stock
purchase, stock bonus, or other stock plan of the Company
(or its parent or subsidiary corporations) other than the
Automatic Option Grant Program under Article Four.5.3
The Committee shall have full authority to determine, (i)
with respect to the Option grants made under the
Discretionary Option Grant Program, which eligible
individuals are to receive Option grants, the number of
shares to be covered by each such grant, the status of
the granted Option as either an incentive stock option
meeting the requirements of Code Sections 421 and 422
("Incentive Option") or a nonstatutory option not
intended to meet such requirements ("Nonstatutory
Option"), the time or times at which each granted Option
is to become exercisable and the maximum term for which
the Option may remain outstanding; and (ii) with respect
to Stock issuances under the Stock Issuance Program,
which eligible individuals are to be selected for
participation, the number of shares to be issued to each
selected individual, the vesting schedule (if any) to be
applicable to the issued shares and the consideration to
be paid for such shares.
6.0 Stock.
6.1 Stock Available. The Stock to be issued under
this Plan may be either authorized but unissued shares or
shares issued and thereafter reacquired by the Company.
The aggregate number of shares of Stock which may be
issued pursuant to this Plan shall not exceed at any time
2,116,959 shares,* subject to adjustment from time to
time as provided in paragraph 6.3 below. Such authorized
share reserve is comprised of (i) the number of shares
which remained available for issuance under the Original
Plan as of the Effective Date, including the shares of
Stock subject to the outstanding options under the
Original Plan incorporated into this Plan and any other
shares which would have been available for future option
grant under the Original Plan (estimated to be 716,959
shares* in the aggregate), plus (ii) an additional
increase of 900,000 shares* of Stock previously
authorized by the Board and approved by the Company's
stockholders prior to the Plan Effective Date, and (iii)
a further increase of 500,000 shares* of Stock authorized
by the Board on February 16, 1996 subject to stockholder
approval at 1996 Annual Meeting. All issuances of Stock
under the Plan, including any shares of Stock issued upon
the exercise of options incorporated into the Plan from
the Original Plan, shall reduce on a one-for-one basis
the number of shares of Stock available for subsequent
issuance under the Plan. Should any Option or any
portion thereof be terminated or canceled for any reason
without being exercised or surrendered in accordance with
Section 4 of Article Two or Section 3 of Article Four,
the shares subject to the portion of the Option not so
exercised or surrendered shall be available for
subsequent Option grants or Stock issuances under this
Plan. Shares subject to an Option or portion thereof
surrendered in accordance with Section 4 of Article Two
shall not be available for subsequent Option grants or
Stock issuances under the Plan. If the Option price for
any Options granted under the Plan is paid with shares of
Stock or if any shares of Stock otherwise issuable under
the Plan are withheld by the Company in satisfaction of
the income and employment tax liability incurred in
connection with any Optionee's or Participant's
acquisition of Stock hereunder, then the number of shares
of Stock available for subsequent issuance shall be
reduced by the gross number of shares for which the
Option is exercised or in which the Participant vests,
and not by the net number of shares actually issued to
the Optionee or the Participant.
6.2 In no event may the aggregate number of shares
of Stock for which any one individual participating in
the Plan may be granted Options and direct Stock
issuances exceed 900,000 shares* in the aggregate over
the term of the Plan. For purposes of such limitation,
no Option grants or direct Stock issuances made prior to
January 1, 1994 shall be taken into account.
6.3 Corporate Reorganization. In the event that
any change is made to the securities issuable under the
Plan (whether by reason of merger, consolidation,
reorganization, recapitalization, Stock dividend, Stock
split, combination of shares, exchange of shares or other
change in capitalization) then, subject to the provisions
of Section 2 of Article Two, Section 2 of Article Three
and Section 3 of Article Four, the Committee may make
appropriate adjustments in the maximum number and/or kind
of securities issuable under the Plan, the maximum number
and/or kind of securities for which Option grants and
direct Stock issuances may be made to any one participant
in the aggregate after December 31, 1993 and the number
and/or kind of securities for which automatic Option
grants are to be subsequently made per non-employee Board
member under the Automatic Option Grant Program in order
to reflect the effect of such change upon the Company's
capital structure, and may make appropriate adjustments
to the number and/or kind of securities and Option price
of the securities subject to each outstanding Option to
prevent the dilution of benefits thereunder. The
adjustments determined by the Committee shall be final,
binding and conclusive.
6.4 Excess Grants and Issuances. Options to
purchase shares of Stock may be granted and shares of
Stock may be issued under the Plan which are in both
instances in excess of the number of shares then
available for issuance under the Plan, provided any
excess shares actually issued under the Plan are held in
escrow until the Company's stockholders approve an
amendment sufficiently increasing the number of shares of
Stock available for issuance under the Plan. If such
stockholder approval is not obtained within twelve (12)
months after the date the initial excess issuances are
made, whether as Option grants or direct Stock issuances,
then (I) any unexercised Options representing such excess
shall terminate and cease to be exercisable and (II) the
Company shall promptly refund to the Optionees and
Participants the Option or purchase price paid for any
excess shares issued under the Plan and held in escrow,
together with interest (at the applicable Short Term
Federal Rate) for the period the shares were held in
escrow, and such shares shall thereupon be automatically
cancelled and cease to be outstanding.
*This number reflects the 3-for-2 split of the Stock
effected in May, 1995.
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<PAGE>
6.5 Restrictions. Shares issued under the
Discretionary Option Grant or Stock Issuance Program may
be subject to such restrictions on transfer, repurchase
rights or other restrictions as shall be determined by
the Committee.
7.0 Effective Date and Term of Plan.
7.1 Effective Date. The Discretionary Option
Grant and Stock Issuance Programs under the Plan were
adopted by the Board on February 11, 1994, and the date
of such adoption accordingly constitutes the Effective
Date for those two programs and the Plan. The Automatic
Option Grant Program under the Plan was adopted by the
Board on February 11, 1994 and became effective upon
approval by the stockholders at the 1994 Annual Meeting
held on April 22, 1994. The date of such stockholder
approval accordingly constitutes the Effective Date of
the Automatic Option Grant Program.
7.2 Amendment. The Plan was amended and
restated by the Board, effective February 16, 1996 (the
"February 1996 Restatement") to increase the maximum
number of shares of Common Stock authorized for issuance
over the term of the Plan by an additional 500,000 shares
to 2,116,959 shares.* However, no options or shares
granted on the basis of the 500,000-share increase to the
Plan authorized by the February 1996 Restatement shall
become exercisable in whole or in part unless and until
the February 1996 Restatement is approved by the
Corporation's stockholders. Should such stockholder
approval not be obtained at the 1996 Annual Meeting, any
options granted on the basis of the 500,000-share
increase to the Plan authorized by the February 1996
Restatement shall terminate without ever becoming
exercisable for any of the option shares, and no further
option grants shall be made on the basis of the February
1996 Restatement. However, the Plan shall continue in
full force and effect in accordance with the terms and
provisions in effect under the Plan immediately prior to
the February 1996 Restatement, and option grants and
stock issuances may continue to be made under those
programs until the existing share reserve under the Plan
is issued. All option grants made under the Plan prior
to the February 1996 Restatement shall remain outstanding
in accordance with the terms and conditions of the
respective instruments evidencing those options, and
nothing in the February 1996 Restatement shall be deemed
to modify or in any way affect those outstanding options.
7.3 Term of Plan. Unless sooner terminated in
accordance with Section 2 of Article Two, Section 2 of
Article Three, Section 3 of Article Four or by the Board,
the Plan shall terminate on the earlier of:
(1) the tenth (10th) anniversary of the Effective Date
of the Plan; or
(2) the date on which all shares available for issuance
under the Plan shall have been issued or their
availability cancelled pursuant to the surrender of
Options granted hereunder.
If the date of termination is determined
under (i) above, then Options and unvested Stock
issuances outstanding on such date shall continue to have
force and effect in accordance with the provisions of the
instruments evidencing such Options and Stock issuances.
___________________________
This number reflects the 3-for-2 split of the Stock
effected in May, 1995.
- -15-
<PAGE>
ARTICLE TWO
DISCRETIONARY OPTION GRANT PROGRAM
1.0 Terms and Conditions of Options. Options
granted pursuant to this Discretionary Option Grant
Program shall be authorized by the Committee and may be
either Incentive Options or Nonstatutory Options. The
granted Options shall be evidenced by instruments in such
form and including such terms and conditions as the
Committee shall from time to time approve; provided,
however, that each such instrument shall comply with the
following terms and conditions:
1.1 Option Price.
1.1.1 The Option price per share shall be fixed by the
Committee, but in no event shall the Option price per
share be less than the Fair Market Value of a share of
the optioned Stock on the date of the Option grant.
1.1.2 Subject to the provisions of Section 1 of Article
Five, the Option price shall become immediately due and
payable upon exercise of the Option and shall be payable
in one of the alternative forms specified below:
1.1.2.1 Full payment in United States dollars in
cash or cash equivalents;
1.1.2.2 Full payment in shares of Stock valued at
Fair Market Value on the date the Option is exercised and
held for the requisite period necessary to avoid a charge
to the Company's earnings for financial reporting
purposes;
1.1.2.3 A combination of shares of Stock valued at
Fair Market Value on the date the Option is exercised and
held for the requisite period necessary to avoid a charge
to the Company's earnings for financial reporting
purposes, and cash or cash equivalents, equal in the
aggregate to the Option price;
1.1.2.4 Full payment through a broker-dealer sale
and remittance procedure pursuant to which the Optionee
(I) shall provide irrevocable written instructions to a
designated brokerage firm to effect the immediate sale of
the purchased shares and remit to the Company, out of the
sale proceeds available on the settlement date,
sufficient funds to cover the aggregate Option price
payable for the purchased shares plus all applicable
Federal, state and local income and employment taxes
required to be withheld by the Company in connection with
such purchase and (II) shall provide written directives
to the Company to deliver the certificates for the
purchased shares directly to such brokerage firm in order
to complete the sale transaction; or
1.1.2.5 Such other lawful consideration as the
Committee shall determine.
1.2 Manner of Exercise of Options. Each Option
granted under the Discretionary Option Grant Program
shall be exercisable at such time or times and during
such period as shall be determined by the Committee and
set forth in the instrument evidencing such Option.
However, no Option may be exercised after the expiration
of ten (10) years from the date such Option is granted.
During the lifetime of the Optionee, the Option, together
with any related Stock appreciation right, shall be
exercisable only by the Optionee and shall not be
assignable or transferable by the Optionee other than a
transfer of the Option by will or by the laws of descent
and distribution following the Optionee's death. Options
may be exercised by written notice to the Company in such
terms as the Committee shall specify.
1.3 Stockholder Rights. An Option holder shall
have none of the rights of a stockholder with respect to
any shares issuable under the Plan until such individual
shall have been issued a stock certificate for the
shares.
1. Dollar Limitation. The aggregate Fair Market
Value (determined as of the respective date or dates of
grant) of the Stock for which one or more Options granted
to any employee after December 31, 1986 under this Plan
(or any other option plan of the Company or its parent or
Subsidiary corporations) may for the first time become
exercisable as incentive stock options under the Federal
tax laws during any one calendar year shall not exceed
the sum of One Hundred Thousand Dollars ($100,000). To
the extent the employee holds two (2) or more such
Options which become exercisable for the first time in
the same calendar year, the foregoing limitation on the
exercisability of such Options as incentive stock options
under the Federal tax laws shall be applied on the basis
of the order in which such Options are granted. Should
the number of shares of Stock for which any Incentive
Option first becomes exercisable in any calendar year
exceed the applicable One Hundred Thousand Dollar
($100,000) limitation, then the Option may nevertheless
be exercised in that calendar year for the excess number
of shares as a nonstatutory option under the Federal tax
laws.
- -16-
<PAGE>
1.5 Termination of Service.
1.5.1 Except to the extent otherwise
provided in paragraph 1.5.4 below, the following
provisions shall govern the exercise period applicable to
any outstanding Options under this Discretionary Option
Grant Program held by the Optionee at the time of
cessation of Service or death.
- Should the Optionee cease to
remain in Service for any reason other than death or
permanent disability, then the period during which each
outstanding Option held by such Optionee is to remain
exercisable shall be limited to the three (3)-month
period following the date of such cessation of Service.
However, the Committee shall have the discretion to
provide for a longer post-Service exercise period (not to
exceed the expiration date of the maximum Option term) in
the event the Optionee ceases Service by reason of
retirement at or after attainment of age sixty-five (65).
- In the event such Service
terminates by reason of permanent disability (as defined
in Code Section 22(e)(3)) or should the Optionee die
while holding one or more outstanding Options, then the
period during which each such Option is to remain
exercisable shall be limited to the twelve (12)-month
period following the date of the Optionee's cessation of
Service or death. During the limited exercise period
following the Optionee's death, the Option may be
exercised by the personal representative of the
Optionee's estate or by the person or persons to whom the
Option is transferred pursuant to the Optionee's will or
in accordance with the laws of descent and distribution.
- Under no circumstances, however,
shall any such Option be exercisable after the specified
expiration date of the Option term.
1.5.2 During the post-Service exercise
period, the Option may not be exercised for more than the
number of shares of Stock in which the Optionee is vested
at the time of cessation of Service. Upon the expiration
of such post-Service exercise period or (if earlier) upon
the expiration of the Option term, the Option shall
terminate and cease to be outstanding for any vested
shares for which the Option has not been exercised.
However, each Option shall immediately terminate and
cease to be outstanding, at the time of the Optionee's
cessation of Service, with respect to any optioned shares
for which such Option is not otherwise at that time
exercisable or in which the Optionee is not otherwise at
that time vested.
1.5.3 Should (i) the Optionee's Service be
terminated for misconduct (including, but not limited to,
any act of dishonesty, willful misconduct, fraud or
embezzlement) or (ii) the Optionee make any unauthorized
use or disclosure of confidential information or trade
secrets of the Company or its Subsidiaries, then in any
such event all outstanding Options held by the Optionee
under this Discretionary Option Grant Program shall
terminate immediately and cease to be outstanding.
1.5.4 The Committee shall have full power
and authority to extend the period of time for which the
Option is to remain exercisable following the Optionee's
cessation of Service or death from the limited post-
Service exercise period specified in the instrument
evidencing such grant to such greater period of time as
the Committee shall deem appropriate under the
circumstances. In no event, however, shall such Option
be exercisable after the specified expiration date of the
Option term.
1.5.5 The Committee shall have complete
discretion, exercisable either at the time the Option is
granted or at any time the Option remains outstanding, to
permit one or more Options granted under this
Discretionary Option Grant Program to be exercised not
only for the number of shares for which each such Option
is exercisable at the time of the Optionee's cessation of
Service but also for one or more subsequent installments
of purchasable shares for which the Option would
otherwise have become exercisable had such cessation of
Service not occurred.
2.0 Corporate Transactions/Changes in Control.
2.1 Option Acceleration. Each Option which is
outstanding under this Discretionary Option Grant Program
at the time of a Corporate Transaction shall
automatically accelerate so that each such Option shall,
immediately prior to the specified effective date for
such Corporate Transaction, become fully exercisable with
respect to the total number of shares of Stock at the
time subject to such Option and may be exercised for all
or any portion of such shares. However, an outstanding
Option under this Discretionary Option Grant Program
shall not so accelerate if and to the extent: (i) such
Option is, in connection with the Corporate Transaction,
either to be assumed by the successor corporation or
parent thereof or to be replaced with a comparable option
to purchase shares of the capital stock of the successor
corporation or parent thereof, (ii) such Option is to be
replaced with a cash incentive program of
- -17-
<PAGE>
the successor corporation which preserves the option
spread existing at the time of the Corporate Transaction
and provides for subsequent payout in accordance with the
same vesting schedule applicable to such Option, or (iii)
the acceleration of such Option is subject to other
limitations imposed by the Committee at the time of the
Option grant. The determination of option comparability
under clause (i) above shall be made by the Committee and
its determination shall be final, binding and conclusive.
The Committee shall also have full power and authority
to grant Options under the Plan which are to
automatically accelerate in whole or in part upon the
termination of the Optionee's Service following a
Corporate Transaction, whether or not those Options are
otherwise to be assumed or replaced in connection with
the consummation of such Corporate Transaction.
2.2 Termination of Options. Immediately following
the consummation of the Corporate Transaction, all
outstanding Options under this Discretionary Option Grant
Program shall terminate and cease to be outstanding,
except to the extent assumed by the successor corporation
or its parent company.
2.3 Option Adjustments. Each outstanding Option
under this Discretionary Option Grant Program which is
assumed in connection with the Corporate Transaction or
is otherwise to continue in effect shall be appropriately
adjusted, immediately after such Corporate Transaction,
to apply and pertain to the number and kind of securities
which would have been issued to the Option holder, in
consummation of such Corporate Transaction, had such
person exercised the Option immediately prior to such
Corporate Transaction. Appropriate adjustments shall
also be made to the Option price payable per share,
provided the aggregate Option price payable for such
securities shall remain the same. In addition, the class
and kind of securities available for issuance under the
Plan on both an aggregate and per participant basis
following the consummation of the Corporate Transaction
shall be appropriately adjusted.
2.4 Change in Control. The Committee shall have
the discretionary authority, exercisable either in
advance of any actually-anticipated Change in Control or
at the time of an actual Change in Control, to provide
for the automatic acceleration of outstanding Options
under this Discretionary Option Grant Program upon the
occurrence of the Change in Control. The Committee shall
also have full power and authority to condition any such
Option acceleration upon the subsequent termination of
the Optionee's Service within a specified period
following the Change in Control.
2.5 Option Continuation. Any Options accelerated
in connection with the Change in Control shall remain
fully exercisable until the expiration or sooner
termination of the Option term or the surrender of such
Option in accordance with Section 4 of this Article Two.
2.6 ISO Limitation. The exercisability as
incentive stock options under the Federal tax laws of any
Options accelerated under this Section 2 in connection
with a Corporate Transaction or Change in Control shall
remain subject to the dollar limitation of paragraph 1.4
of this Article Two.
2.7 Right to Modify Corporate Structure. The
grant of Options under this Plan shall in no way effect
the right of the Company to adjust, reclassify,
reorganize, or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate,
sell or transfer all or any part of its business or
assets.
3.0 Cancellation and New Grant of Options. The
Committee shall have the authority to effect, at any time
and from time to time, with the consent of the affected
Option holders, the cancellation of any or all
outstanding Options under this Discretionary Option Grant
Program and to grant in substitution therefor new Options
under the Plan covering the same or different number and
kind of shares of Stock but having an Option price per
share not less than the Fair Market Value of the optioned
Stock on the new grant date.
4.0 Surrender of Options for Cash or Stock.
4.1 Surrender Right. One or more Optionees may be
granted the right, exercisable upon such terms and
conditions as the Committee may establish, to surrender
all or part of an unexercised Option under this
Discretionary Option Grant Program in exchange for a
distribution from the Company in an amount equal to the
excess of (i) the Fair Market Value (on the Option
surrender date) of the number of shares in which the
Optionee is at the time vested under the surrendered
Option (or surrendered portion thereof) over (ii) the
aggregate Option price payable for such vested shares.
4.2 Approval. No such Option surrender shall be
effective unless it is approved by the Committee. If the
surrender is so approved, then the distribution to which
the Optionee shall accordingly become entitled under this
Section 4 may be made in shares of Stock valued at Fair
Market Value on the Option surrender date, in cash or
partly in shares and partly in cash, as the Committee
shall in its sole discretion deem appropriate.
- -18-
<PAGE>
4.3 Limited Rights. One or more officers of the
Company subject to the short-swing profit restrictions of
the Federal securities laws may, in the Committee's sole
discretion, be granted limited stock appreciation rights
in tandem with their outstanding Options under this
Discretionary Option Grant Program. Upon the occurrence
of a Hostile Take-Over, each such officer holding one or
more Options with such a limited stock appreciation right
in effect for at least six (6) months shall have the
unconditional right (exercisable for a thirty (30)-day
period following such Hostile Take-Over) to surrender
each such Option to the Company, to the extent the Option
is at the time exercisable for vested shares of Stock.
In return for the surrendered Option, the officer shall
be entitled to a cash distribution from the Company in an
amount equal to the excess of (i) the Take-Over Price of
the shares of Stock which are at the time vested under
each surrendered Option (or surrendered portion) over
(ii) the aggregate Option price payable for such vested
shares. Such cash distribution shall be paid within five
(5) days following the Option surrender date. Neither
the approval of the Committee nor the consent of the
Board shall be required in connection with such Option
surrender and cash distribution. The balance of the
Option (if any) shall continue in full force and effect
in accordance with the instrument evidencing such grant.
- -19-
<PAGE>
ARTICLE THREE
STOCK ISSUANCE PROGRAM
1.0 Terms and Conditions of Direct Stock
Issuances. Stock may be issued under this Stock Issuance
Program, either through direct and immediate purchases
without any intervening Option grants or as unvested
shares issued upon the exercise of immediately
exercisable Options granted under Article Two. The
issued shares shall be evidenced by a Stock Issuance
Agreement ("Issuance Agreement") that complies with the
following terms and conditions:
1.1 Consideration.
1.1.1 Stock drawn from the Company's
authorized but unissued shares of Stock ("Newly Issued
Shares") shall be issued for one or more of the following
items of consideration which the Committee may deem
appropriate in each individual instance:
(i) cash or cash equivalents (such as a
personal check or bank draft) paid the Company;
(ii) a promissory note payable to the
Company's order in one or more installments, which may be
subject to cancellation in whole or in part upon terms
and conditions established by the Committee; or
(iii) past services rendered to the Company
or any Subsidiary.
1.1.2 Newly Issued Shares must be issued for
consideration with a value not less than one-hundred
percent (100%) of the Fair Market Value of such shares at
the time of issuance.
1.1.3 Shares of Stock reacquired by the
Company and held as treasury shares ("Treasury Shares")
may be issued for such consideration (including one or
more of the items of consideration specified in paragraph
1.1.1. of this Article Three) as the Committee may deem
appropriate. Treasury Shares may, in lieu of any cash
consideration, be issued subject to such vesting
requirements tied to the Participant's period of future
Service or the Company's attainment of specified
performance objectives as the Committee may establish at
the time of issuance.
1.2 Vesting Provisions.
(i) The issued Stock may, in the absolute
discretion of the Committee, be fully and immediately
vested upon issuance or may vest in one or more
installments over the Participant's period of Service.
The elements of the vesting schedule applicable to any
unvested shares of Stock, namely:
(ii) the Service period to be completed by the
Participant or the performance objectives to be achieved
by the Company,
(iii) the number of installments in which the
shares are to vest,
(iv) the interval or intervals (if any) which are
to lapse between installments, and
(v) the effect which death, disability or other
event designated by the Committee is to have upon the
vesting schedule,
shall be determined by the Committee and incorporated
into the Issuance Agreement executed by the Company and
the Participant at the time such unvested shares are
issued.
1.3 Stockholder Rights. The Participant shall
have full stockholder rights with respect to any shares
of Stock issued to him or her under this Stock Issuance
Program, whether or not his or her interest in those
shares is vested. Accordingly, the Participant shall
have the right to vote such shares and to receive any
regular cash dividends paid on such shares. Any new,
additional or different shares of Stock or other property
(including money paid other than as a regular cash
dividend) which the Participant may have the right to
receive with respect to his or her unvested shares by
reason of any Stock dividend, Stock split, reclass-
ification of Stock or other similar change in the
Company's capital structure or by reason of any Corporate
Transaction shall be issued, subject to (i) the same
vesting requirements applicable to his or her unvested
shares and (ii) such escrow arrangements as the Committee
shall deem appropriate.
- -20-
<PAGE>
1..4 Termination of Service.
1.4.1 Should the Participant cease to remain
in Service while holding one or more unvested shares of
Stock, then those shares shall be immediately surrendered
to the Company for cancellation, and the Participant
shall have no further stockholder rights with respect to
those shares. To the extent the surrendered shares were
previously issued to the Participant for consideration
paid in cash or cash equivalent (including the
Participant's purchase-money promissory note), the
Company shall repay to the Participant the cash
consideration paid for the surrendered shares and shall
cancel the unpaid principal balance of any outstanding
purchase-money note of the Participant attributable to
such surrendered shares. The surrendered shares may, at
the Committee's discretion, be retained by the Company as
Treasury Shares or may be retired to authorized but
unissued share status.
1.4.2 The Committee may in its discretion
elect to waive the surrender and cancellation of one or
more unvested shares of Stock (or other assets
attributable thereto) which would otherwise occur upon
the non-completion of the vesting schedule applicable to
such shares. Such waiver shall result in the immediate
vesting of the Participant's interest in the shares of
Stock as to which the waiver applies. Such waiver may be
effected at any time, whether before or after the
Participant's cessation of Service or the attainment or
non-attainment of the applicable performance objectives.
2.0 Corporate Transactions/Changes in Control.
2.1 All unvested shares of Stock outstanding under this
Stock Issuance Program shall immediately vest in full
upon the occurrence of a Corporate Transaction, except to
the extent the Committee imposes limitations in the
Issuance Agreement which preclude such accelerated
vesting in whole or in part.
2.2 The Committee shall have the discretionary
authority, exercisable either in advance of any actually-
anticipated Change in Control or at the time of an actual
Change in Control, to provide for the immediate and
automatic vesting of one or more unvested shares of Stock
outstanding under this Stock Issuance Program at the time
of such Change in Control. The Committee shall also have
full power and authority to condition any such
accelerated vesting upon the subsequent termination of
the Participant's Service within a specified period
following the Change in Control.
3.0 Transfer Restrictions/Share Escrow.
3.1 Unvested shares may, in the Committee's discretion,
be held in escrow by the Company until the Participant's
interest in such shares vests or may be issued directly
to the Participant with restrictive legends on the
certificates evidencing such unvested shares.
3.2 The Participant shall have no right to transfer any
unvested shares of Stock issued to him or her under this
Stock Issuance Program. For purposes of this
restriction, the term "transfer" shall include (without
limitation) any sale, pledge, assignment, encumbrance,
gift or other disposition of such shares, whether
voluntary or involuntary. Upon any such attempted
transfer, the unvested shares shall immediately be
cancelled, and neither the Participant nor the proposed
transferee shall have any rights with respect to those
shares. However, the Participant shall have the right to
make a gift of unvested shares acquired under this Stock
Issuance Program to his or her spouse or issue, including
adopted children, or to a trust established for such
spouse or issue, provided the donee of such shares
delivers to the Company a written agreement to be bound
by all the provisions of the Plan and the Issuance
Agreement applicable to the gifted shares.
- -21-
<PAGE>
ARTICLE FOUR
AUTOMATIC OPTION GRANT PROGRAM
1.0 Eligibility.
1.1 Eligible Optionees. The individuals eligible
to receive automatic Option grants pursuant to the
provisions of this Article Four shall be limited to
(i) those individuals who are serving as non-employee
Board members on the date of the 1994 Annual Stockholders
Meeting and (ii) those individuals who are first elected
or appointed as non-employee Board members on or after
the date of such Annual Meeting, whether through
appointment by the Board or election by the Company's
stockholders. Any non-employee Board member eligible to
participate in the Automatic Option Grant Program
pursuant to the foregoing criteria shall be designated an
Eligible Director for purposes of this Article Four.
1.2 Limitation. Except for the Option grants to
be made pursuant to the provisions of this Automatic
Option Grant Program, non-employee Board members shall
not be eligible to receive any additional Option grants
or Stock issuances under this Plan or any other stock
plan of the Company (or its parent or subsidiaries).
2.0 Terms and Conditions of Automatic Option
Grants.
2.1 Grant Dates. Option grants shall be made
under this Article Four on the dates specified below:
2.1.1 Each individual who is serving as an
Eligible Director on the date of the 1994 Annual
Stockholders Meeting will automatically be granted, on
such date, a Nonstatutory Option to purchase 15,000*
shares of Stock upon the terms and conditions of this
Article Four.
2.1.2 Each individual who first becomes an
Eligible Director on or after the date of the 1994 Annual
Meeting, whether through election by the Company's
stockholders or appointment by the Board, shall
automatically be granted, at the time of such initial
election or appointment, a Nonstatutory Option to
purchase 15,000* shares of Stock upon the terms and
conditions of this Article Four.
2.2 The number of shares for which the automatic Option
grants are to be made to Eligible Directors shall be
subject to periodic adjustment pursuant to the applicable
provisions of paragraph 6.3 of Article One.
2.3 Option Price. The Option price per share of
Stock of each automatic Option grant made under this
Article Four shall be equal to one hundred percent (100%)
of the Fair Market Value per share of Stock on the
automatic grant date.
2.4 Option Term. Each automatic Option grant
under this Article Four shall have a maximum term of ten
(10) years measured from the automatic grant date.
2.5 Exercisability/Vesting. Each automatic Option
grant shall be immediately exercisable for any or all of
the optioned shares. However, any shares purchased under
the Option shall be subject to repurchase by the Company,
at the Option price paid per share, upon the Optionee's
cessation of Board service prior to vesting in those
shares in accordance with the schedule below:
2.5.1 Each automatic Option grant shall vest, and
the Company's repurchase right shall lapse, in a series
of five (5) equal and successive annual installments over
the Optionee's period of continued Service as a Board
member, with the first such installment to vest upon
Optionee's completion of one (1) year of Board service
measured from the automatic grant date.
2.5.2 Vesting of the optioned shares shall
be subject to acceleration as provided in paragraph 2.8.3
and Section 3 of this Article Four. In no event shall
any additional optioned shares vest after the Optionee's
cessation of Board service, except as otherwise
specifically provided pursuant to paragraph 2.8.3 of this
Article Four.
2.6 Payment. The Option price shall be payable in
one of the alternative forms specified in paragraph 1.1.2
of Article Two. To the extent the Option is exercised
for any unvested shares, the Optionee must execute and
deliver to the Company a Stock issuance agreement for
those unvested shares which provides the Company with the
right to repurchase, at the Option price paid per share,
any unvested shares held by the Optionee at the time of
cessation of Board service and which precludes the sale,
transfer or other disposition of any shares purchased
under the Option, to the extent those shares are subject
to the Company's repurchase right.
This number reflects the 3-for-2 split of the Stock
effected in May, 1995.
- -22-
<PAGE>
2.7 Non-Transferability. During the lifetime of
the Optionee, the automatic Option grant, together with
the limited Stock appreciation right pertaining to such
Option, shall be exercisable only by the Optionee and
shall not be assignable or transferable other than a
transfer of the Option effected by will or by the laws of
descent and distribution following the Optionee's death.
2.8 Termination of Board Service.
2.8.1 Should the Optionee cease service as a
Board member for any reason other than death or permanent
disability, while holding any automatic Option grant
under this Article Four, then such individual shall have
a six (6)-month period following the date of such
cessation of Board service in which to exercise that
Option for any or all of the optioned shares in which the
Optionee is vested at the time of such cessation of Board
service. However, the Option shall immediately terminate
and cease to remain outstanding, at the time of such
cessation of Board service, with respect to any optioned
shares in which the Optionee is not otherwise at that
time vested under that Option.
2.8.2 Should the Optionee die within six (6)
months after cessation of Board service, then any
automatic Option grant held by the Optionee at the time
of death may subsequently be exercised, for any or all of
the optioned shares in which the Optionee is vested at
the time of his or her cessation of Board service (less
any optioned shares subsequently purchased by the
Optionee prior to death), by the personal representative
of the Optionee's estate or by the person or persons to
whom the Option is transferred pursuant to the Optionee's
will or in accordance with the laws of descent and
distribution. The right to exercise each such Option
shall lapse upon the expiration of the twelve (12)-month
period measured from the date of the Optionee's death.
2.8.3 Should the Optionee die or become
permanently disabled (as defined in Code Section
22(e)(3)) while serving as a Board member, then the
shares of Stock at the time subject to any automatic
Option grant held by the Optionee shall immediately vest
in full (and the Company's repurchase right with respect
to such shares shall terminate), and the Optionee (or the
representative of the Optionee's estate or the person or
persons to whom the Option is transferred upon the
Optionee's death) shall have a twelve (12)-month period
following the date of the Optionee's cessation of Board
service in which to exercise such Option for any or all
of those vested shares of Stock.
2.8.4 In no event shall any automatic Option
grant under this Article Four remain exercisable after
the expiration date of the ten (10)-year Option term.
Upon the expiration of the applicable post-Service
exercise period under paragraphs 2.8.1 through 2.8.3
above or (if earlier) upon the expiration of the ten
(10)-year Option term, the automatic Option grant shall
terminate and cease to remain outstanding for any
optioned shares in which the Optionee was vested at the
time of his or her cessation of Board Service but for
which such Option was not otherwise exercised.
2.9 Stockholder Rights. The holder of an
automatic Option grant under this Article Four shall have
none of the rights of a stockholder with respect to any
shares subject to that Option until such individual shall
have exercised the Option and paid the Option price for
the purchased shares.
2.10 Remaining Terms. The remaining terms and
conditions of each automatic Option grant shall be as set
forth in the form Automatic Stock Option Agreement
attached as Exhibit A to the Plan.
3.0 Corporate Transactions/Changes in
Control/Hostile Take-Overs.
3.1 In the event of any Corporate Transaction, the
shares of Stock at the time subject to each outstanding
Option under this Article Four but not otherwise vested
shall automatically vest in full, and the Company's
repurchase right with respect to those shares shall
terminate, so that each such Option shall, immediately
prior to the specified effective date for the Corporate
Transaction, become fully exercisable for all of the
shares of Stock at the time subject to that Option and
may be exercised for all or any portion of such shares as
fully vested shares of Stock. Immediately following the
consummation of the Corporate Transaction, all automatic
Option grants under this Article Four shall terminate and
cease to remain outstanding.
3.2 In connection with any Change in Control, the shares
of Stock at the time subject to each outstanding Option
under this Article Four but not otherwise vested shall
automatically vest in full, and the Company's repurchase
right with respect to those shares shall terminate, so
that each such Option shall, immediately prior to the
occurrence of such Change in Control, become fully
exercisable for all of the shares of Stock at the time
subject to that Option and may be exercised for all or
any portion of such shares as fully vested shares of
Stock. Each such Option shall remain so exercisable
until the expiration or sooner termination of the Option
term.
- -23-
<PAGE>
3.3 Upon the occurrence of a Hostile Take-Over, the
Optionee shall have a thirty (30)-day period in which to
surrender to the Company any Option held by him or her
under this Article Four for a period of at least six (6)
months. The Optionee shall in return be entitled to a
cash distribution from the Company in an amount equal to
the excess of (i) the Take-Over Price of the shares of
Stock at the time subject to the surrendered Option
(whether or not the Optionee is otherwise at the time
vested in those shares) over (ii) the aggregate Option
price payable for such shares. Such cash distribution
shall be paid within five (5) days following the
surrender of the Option to the Company. Neither the
approval of the Committee nor the consent of the Board
shall be required in connection with such Option
surrender and cash distribution. The shares of Stock
subject to each Option surrendered in connection with the
Hostile Take-Over shall not be available for subsequent
issuance under the Plan.
3.4 The automatic Option grants outstanding under this
Article Four shall in no way affect the right of the
Company to adjust, reclassify, reorganize or otherwise
change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
4.0 Amendment of the Automatic Grant Provisions.
The provisions of this Automatic Option Grant
Program, together with the automatic Option grants
outstanding under this Article Four, may not be amended
at intervals more frequently than once every six (6)
months, other than to the extent necessary to comply with
applicable Federal income tax laws and regulations.
- -24-
<PAGE>
ARTICLE FIVE
MISCELLANEOUS
1.0 Installment Payments, Loans and Guarantees of
Loans.
1.1 The Committee may, in its discretion, assist any
Optionee or Participant (other than an Optionee or
Participant who is a non-employee member of the Board) in
the exercise of one or more Options granted to such
Optionee or the purchase of one or more shares of Stock
issued to such Participant under the Plan, including the
satisfaction of any Federal, state and local income and
employment tax obligations arising therefrom, by
(i) authorizing the extension of a loan from the Company
to such Optionee or Participant, (ii) permitting the
Optionee or Participant to pay the Option price or
purchase price for the purchased Stock in installments
over a period of years or (iii) authorizing a guarantee
by the Company of a third-party loan to the Optionee or
Participant. The terms of any loan, installment method
of payment or guarantee (including the interest rate and
terms of repayment) shall be upon such terms as the
Committee specifies in the applicable Option or Issuance
Agreement or otherwise deems appropriate under the
circumstances. Loans, installment payments and
guarantees may be granted with or without security or
collateral. However, the maximum credit available to the
Optionee or Participant may not exceed the Option or
purchase price of the acquired shares (less the par value
of such shares) plus any Federal, state and local income
and employment tax liability incurred by the Optionee or
Participant in connection with the acquisition of such
shares.
1.2 The Committee may, in its absolute discretion,
determine that one or more loans extended under this
financial assistance program shall be subject to
forgiveness by the Company in whole or in part upon such
terms and conditions as the Committee may deem
appropriate.
2.0 Amendment of the Plan. The Board shall have
complete and exclusive power and authority to amend or
modify the Plan, and the Committee may amend or modify
the terms of any outstanding Options or unvested Stock
issuances under the Plan in any or all aspects whatsoever
not inconsistent with the terms of the Plan. However,
(i) no such amendment or modification shall adversely
affect rights and obligations with respect to Options at
the time outstanding under the Plan, nor adversely affect
the rights of any Participant with respect to Stock
issued under the Plan prior to such action, unless the
Optionee or Participant consents to such amendment, and
(ii) any amendment made to the Automatic Option Grant
Program (or any Options outstanding thereunder) shall be
in compliance with the limitation of Section 4 of Article
Four. In addition, the Board shall not, without the
approval of the Company's stockholders, amend the Plan
to:
(i) materially increase the maximum number of shares
issuable under the Plan or the number of shares for which
Options may be granted to Eligible Directors under the
Automatic Option Grant Program or the maximum number of
shares for which any one individual participating in the
Plan may be granted Options and direct Stock issuances in
the aggregate after December 31, 1993, except for
permissible adjustments under paragraph 6.3 of Article
One;
(ii) materially increase the benefits accruing to
individuals who participate in the Plan; or
(iii) materially modify the eligibility requirements for
the grant of Options or the issuance of Stock under the
Plan.
3.0 Use of Proceeds. Any cash proceeds
received by the Company from the sale of shares pursuant
to Option grants or direct Stock issuances under the Plan
shall be used for general corporate business.
4.0 Withholding.
4.1 The Company's obligation to deliver shares of Stock
upon the exercise of Options for such shares or upon the
direct issuance or vesting of such shares under the Plan
shall be subject to the satisfaction of all applicable
Federal, state and local income and employment tax
withholding requirements.
4.2 The Committee may, in its discretion and in
accordance with the provisions of this Section 4 and such
supplemental rules as the Committee may from time to time
adopt (including applicable safe-harbor provisions of SEC
Rule 16b-3), provide any or all holders of Nonstatutory
Options (other than the automatic Option grants made
pursuant to Article Four of the Plan) or unvested shares
under the Stock Issuance Program with the right to use
shares of Stock in satisfaction of all or part of the
Federal, state and local income and employment tax
liabilities incurred by such holders in connection with
the exercise of their Options or the vesting of their
shares (the "Taxes"). Such right may be provided to any
such holder in either or both of the following formats:
- -25-
<PAGE>
4.2.1 Stock Withholding. The holder
of the Nonstatutory Option or unvested shares may be
provided with the election to have the Company withhold,
from the shares of Stock otherwise issuable upon the
exercise of such Nonstatutory Option or the vesting of
such shares, a portion of those shares with an aggregate
Fair Market Value equal to the percentage of the
applicable Taxes (not to exceed one hundred percent
(100%)) designated by the holder.
4.2.2 Stock Delivery. The Committee
may, in its discretion, provide the holder of the
Nonstatutory Option or the unvested shares with the
election to deliver to the Company, at the time the
Nonstatutory Option is exercised or the shares vest, one
or more shares of Stock already held by such individual
with an aggregate Fair Market Value equal to the
percentage of the Taxes incurred in connection with such
Option exercise or share vesting (not to exceed one
hundred percent (100%)) designated by the holder.
5.0 Regulatory Approvals. The implementation of
the Plan, the granting of any Option hereunder and the
issuance of Stock upon the exercise or surrender of any
such Option or as a direct issuance under the Plan shall
be subject to the Company's procurement of all approvals
and permits required by regulatory authorities having
jurisdiction over the Plan, the Options granted under it
and the Stock issued pursuant to it.
6.0 No Employment Rights. Nothing in the Plan
shall confer upon the Optionee or the Participant any
right to continue in the Service of the Company (or any
Subsidiary employing or retaining such Optionee or
Participant) for any period of specific duration or
interfere with or otherwise restrict in any way the
rights of the Company (or any such Subsidiary) or of the
Optionee or the Participant, which rights are hereby
expressly reserved by each, to terminate the Service of
the Optionee or Participant at any time for any reason
whatsoever, with or without cause.
7.0 Certain Outstanding Options.
7.1 Each Option granted under the Company's Original
Plan or the 1980 Burr-Brown Research Corporation
Executive Stock Plan which was outstanding on the
Effective Date of this Plan was incorporated into this
Plan and treated as an outstanding Option under this
Plan, but each such Option continues to be governed
solely by the terms and conditions of the instrument
evidencing such grant, and nothing in this Plan shall be
deemed to affect or otherwise modify the rights or
obligations of the holders of such Options with respect
to their acquisition of shares of Stock thereunder.
7.2 One or more provisions of this Plan, including the
Option/vesting acceleration provisions applicable in the
event of a Corporate Transaction or Change in Control or
the limited surrender rights exercisable in the event of
a Hostile Take-Over, may, in the Committee's discretion,
be extended to one or more Options which were outstanding
under the Company's Original Plan or the 1980 Burr-Brown
Research Corporation Executive Stock Plan on the
Effective Date of this Plan but which do not otherwise
provide for such benefits.
IN WITNESS WHEREOF, the February 16, 1996
Restatement of the BURR-BROWN CORPORATION 1993 STOCK
INCENTIVE PLAN is hereby declared effective and is
executed as of May 22, 1996 on behalf of the Company by
its hereunto duly authorized officer.
BURR-BROWN CORPORATION
By: SYRUS P. MADAVI
Syrus P. Madavi
Title: President & CEO
- -26-
<PAGE>
BURR-BROWN CORPORATION AND SUBSIDIARIES EXHIBIT 11
COMPUTATION OF CONSOLIDATED EARNINGS PER SHARE
(Unaudited)
<TABLE>
<CAPTION>
Earnings per share are computed using the
the weighed average number of shares
outstanding plus incremental shares
issuable upon exercise of outstanding
options under the treasury stock method.
Three Months Ended
Jun. 29,Jul. 1,
1996 1995
------- -------
<S> <C> <C>
INCOME:
Net Income $6,607,000 $6,845,000
PRIMARY EARNINGS PER SHARE:
Weighted Average Number of Shares
Outstanding 16,014,000 14,383,000
Net Effect of Dilutive Stock
Options Based on the Treasury
Stock Method Using the Average Market
Price of Common Stock 644,000 829,000
---------- ----------
Common Stock and Common Stock
Equivalents 16,658,000 15,212,000
========== ==========
Primary Earnings Per Share $0.40 $0.45
========== ==========
FULLY DILUTED EARNINGS PER SHARE:
Weighted Average Number of Shares
Outstanding 16,014,000 14,383,000
Net Effect of Dilutive Stock
Options Based on the Treasury
Stock Method Using the End of Period
Market Price of Common Stock,
if Higher Than Average 644,000 905,000
---------- ----------
Common Stock and Common Stock
Equivalents 16,658,000 15,288,000
=========== ===========
Fully Diluted Earnings Per Share $0.40 $0.45
Six Months Ended
<CAPTION> Jun. 29, Jul. 1,
1996 1995
-------- --------
<S> <C> <C>
INCOME:
Net Income $18,205,000 $11,502,000
PRIMARY EARNINGS PER SHARE:
Weighted Average Number of
Shares Outstanding 16,120,000 14,362,000
Net Effect of Dilutive Stock
Options Based on the Treasury
Stock Method Using the Average
Market
Price of Common Stock 680,000 709,000
---------- ---------
Common Stock and Common Stock
Equivalents 16,800,000 15,071,000
=========== ==========
Primary Earnings Per Share $1.08 $0.76
============ =========
FULLY DILUTED EARNINGS PER SHARE:
Weighted Average Number of Shares
Outstanding 16,120,000 14,362,000
Net Effect of Dilutive Stock
Options Based on the Treasury
Stock Method Using the End of
Period Market Price of Common
Stock, if Higher Than Average 680,000 899,000
---------- ---------
Common Stock and Common Stock
Equivalents 16,800,000 15,261,000
=========== ==========
Fully Diluted Earnings Per
Share $1.08 $0.75
========== ==========
</TABLE>
- -27-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of
the Securities and Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
BURR-BROWN CORPORATION
Registrant
By: SYRUS P. MADAVI
Syrus P. Madavi
President and Chief Executive Officer
Date: August 12, 1996
JOHN L. CARTER
John L. Carter
Executive Vice President and
Chief Financial Officer
Date: August 12, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Syrus P.
Madavi and John Carter, his attorney-in-fact, with the
power of substitution, for him in any and all capacities,
to sign any amendments to this Report on Form 10-K, and
to file the same, with the exhibits thereto and other
documents in connection therewith, with the Securities
and Exchange Commission, hereby ratifying and confirming
all that said attorney-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the Requirements of the Securities and
Exchange Act of 1934 this report has been signed below by
the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
Name Title Date
SYRUS P. MADAVI President and August 12, 1996
Syrus P. Madavi Chief Executive Officer
JOHN L. CARTER Executive Vice August 12, 1996
John L. Carter President and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
THOMAS R. BROWN, JR. Chairman of August12,1996
Thomas R. Brown, Jr. the Board
THOMAS J. TROUP Vice Chairman August 12, 1996
Thomas J. Troup of the Board
FRANCIS J. AGUILAR Director August 12, 1996
Francis J. Aguilar
JOHN S. ANDEREGG Director August 12, 1996
John S. Anderegg, Jr.
MARCELO A, GUMUCIO Director August 12, 1996
Marcelo A. Gumucio
JAMES A. RIGGS Director August 12, 1996
James A. Riggs
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
CONSOLIDATED STATEMENT OF INCOME, CONSOLIDATED BALANCE SHEETS, AND CONSOLIDATED
STATEMENTS OF CASH FLOWS FOUND ON PAGES 3,4, AND 5, RESPECTIVELY, OF THE
COMPANY'S FORM 10-Q FOR THE YEAR-TO-DATE, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-END> MAR-30-1996 JUN-29-1996
<CASH> 29,838 73,086
<SECURITIES> 0 0
<RECEIVABLES> 49,150 47,649
<ALLOWANCES> 1,398 1,333
<INVENTORY> 49,358 48,027
<CURRENT-ASSETS> 201,077 201,665
<PP&E> 127,020 136,090
<DEPRECIATION> 76,405 79,088
<TOTAL-ASSETS> 255,523 262,462
<CURRENT-LIABILITIES> 64,812 66,620
<BONDS> 0 0
0 0
0 0
<COMMON> 166 166
<OTHER-SE> 184,897 189,216
<TOTAL-LIABILITY-AND-EQUITY> 255,523 262,462
<SALES> 61,174 119,355
<TOTAL-REVENUES> 61,174 119,355
<CGS> 30,497 58,924
<TOTAL-COSTS> 30,497 58,924
<OTHER-EXPENSES> 22,172 43,526
<LOSS-PROVISION> 57 (35)
<INTEREST-EXPENSE> 198 370
<INCOME-PRETAX> 16,108 25,285
<INCOME-TAX> 4,510 7,080
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 11,598 18,205
<EPS-PRIMARY> .69 1.08
<EPS-DILUTED> .69 1.08
</TABLE>
