<PAGE>
As filed with the Securities and Exchange Commission on December 16, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
______________________
GATEFIELD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-1404495
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
______________________
47100 Bayside Parkway
Fremont, California 94538
(Address of principal executive offices, including zip code)
1993 Stock Option Plan
1996 Stock Option Plan
1995 Non-employee Directors Stock Option Plan
Employee Stock Purchase Plan
1984 Stock Option Plan
(Full titles of the Plans)
________________________
James R. Fiebiger
President and CEO
Zycad Corporation
47100 Bayside Parkway
Fremont, California 94538
(510) 623 4400
(Name, address and telephone number,
including area code, of agent for service)
Copy to:
Douglas E. Klint, Esq.
Vice President, Secretary and General Counsel
GateField Corporation
47100 Bayside Parkway
Fremont, California 94538
(510) 623 4400
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Name Title of Amount Maximum Maximum Amount of
of Securities to to be Offering Price Aggregate Registration
Plan be Registered Registered per Share Offering Price fee
------------- ---------------- -------------- ------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
1993 Stock Common Stock
Option Plan $0.01 par value 3,000,000 $1.53(1) $4,590,000(1) $1,391.10
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
1996 Stock Common Stock
Option Plan $0.01 par value 750,000 $1.53(1) $1,147,500(1) $ 347.77
1995 Director Common Stock
Stock Option $0.01 par value 200,000 $1.53(1) $ 306,000(1) $ 92.74
Plan
Employee Common Stock 500,000 $1.53(1) $ 765,000(1) $ 231.85
Stock Purchase $0.01 par value
Plan
1984 Stock Common Stock 550,000 $1.53 $ 841,500 $ 255.03
Option Plan $0.01 par value
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the amount of the registration fee based on the average high
and low prices of the Common Stock as reported on NASDAQ on December 11,
1997.
<PAGE>
GATEFIELD CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference.
(a) The Registrant's annual report on Form 10-K for the fiscal year ended
December 31, 1996.
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on April 23, 1984 with
the Commission under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendment or report filed for the
purpose of updating such description.
(c) The Registrant's quarterly reports on Form 10-Q for the quarter ended
September 30, 1997.
(d) The Registrant's current reports on Form 8-K dated January 15, 1997,
April 30, 1997, May 15, 1997 and September 5, 1997.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the shares of the shares of Common Stock
being registered hereby are being passed upon for the Registrant by Douglas
E. Klint, Esq., Vice President, Secretary and General Counsel of the
Registrant. Mr. Klint currently holds options for 110,000 shares of Common
Stock under the Registrant's 1993 Stock Option Plan which options are not
vested or exercisable.
Item 6. Indemnification of Directors and Officers.
As permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors for monetary damages for
breach or alleged breach of their duty of care. The Registrant also maintains
a limited amount of director and officer liability insurance. In addition, as
permitted by Section 145 of the Delaware General Corporation Law, the Bylaws
of the Registrant provide that: (i) the Registrant is required to indemnify
its directors, officers and employees, and persons serving in such capacities
in other business enterprises (including, for example, subsidiaries of the
Registrant) at the Registrant's request, to the fullest extent permitted by
Delaware law, including those circumstances in which indemnification would
otherwise be discretionary; (ii) the Registrant is required to advance
expenses, as incurred, to such directors, officers and employees in
connection with defending a proceeding (except that it is not required to
advance expenses to a person against whom the Registrant brings a claim for
breach of the duty of loyalty, failure to act in good faith, intentional
misconduct, knowing violation of law or deriving an improper personal
benefit); (iii) the rights conferred in the Bylaws are not exclusive and the
Registrant is authorized to enter into indemnification agreements with such
directors, officers and employees; (iv) the Registrant is required to
maintain director and officer liability insurance to the extent reasonably
available;
<PAGE>
and (v) the Registrant may not retroactively amend the Bylaw provisions in a
way that is adverse to such directors, officers and employees.
The Registrant's policy is to enter into indemnity agreements with
each of its executive officers and directors that provide the maximum
indemnity allowed to officers and directors by Section 145 of the Delaware
General Corporation Law, as well as certain additional procedural
protections. In addition, the Registrant's Bylaws and indemnity agreements
provide that officers and directors will be indemnified to the fullest
possible extent not prohibited by law against all expenses (including
attorney's fees) and settlement amounts paid or incurred by them in any
action or proceeding, including any derivative action by or in the right of
the Registrant, on account of their services as directors or officers of the
Registrant or as directors or officers of any other company or enterprise
when they are serving in such capacities at the request of the Registrant.
No indemnity will be provided, however, to any director or officer on account
of conduct that is adjudicated to be knowingly fraudulent, deliberately
dishonest or willful misconduct. The indemnity agreements also provide that
no indemnification will be available if a final court adjudication determines
that such indemnification is not lawful, or in respect of any accounting of
profits made from the purchase or sale of securities of the Registrant in
violation of Section 16(b) of the Exchange Act.
The indemnity agreements entered into between the Registrant and its
officers or directors, may be sufficiently broad to permit indemnification of
the Registrant's officers and directors for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act").
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 The Registrant's 1993 Stock Option Plan.
4.2 The Registrant's 1996 Stock Option Plan.
4.3 The Registrant's 1995 Non-employee Directors Stock Option Plan.
4.4 The Registrant's Employee Stock Purchase Plan
4.5 The Registrant's 1984 Stock Option Plan.
5.1 Opinion of Douglas E. Klint.
23.1 Consent of Douglas E. Klint (included in Exhibit 5.01).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (see pages 5 and 6).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10 (a)(3) of the
Securities Act of 1933;
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement;
(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 (1)(i) and (1)(ii) above do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering. 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 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to provisions discussed in Item 6 hereof,
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in 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 hereby, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual and corporation
whose signature appears below constitutes and appoints Douglas E. Klint, his
true and lawful attorney-in-fact and agent with full power of substitution,
for him or it and in his or its name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, and to file the same
with all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting until said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or it might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Fremont, State of California, on
this 12th day of December, 1997.
GATEFIELD CORPORATION
By: /s/ James R. Fiebiger
James R. Fiebiger,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
Principal Executive
Officer:
/s/ James R. Fiebiger President, Chief Executive December 12, 1997
James R. Fiebiger Officer and Director
Principal Financial
Officer:
/s/Stephen Flory Chief Financial Officer December 12, 1997
Stephen Flory and Treasurer
Additional Directors:
/s/ Horst G. Sandfort Director December 12, 1997
Horst G. Sandfort
/s/ Benjamin Huberman Director December 12, 1997
Benjamin Huberman
<PAGE>
Exhibit Index
Exhibit
Number Description
- ------- -----------
4.1 The Registrant's 1993 Stock Option Plan.
4.2 The Registrant's 1996 Stock Option Plan.
4.3 The Registrant's 1995 Non-employee Directors Stock Option Plan
4.4 The Registrant's Employee Stock Purchase Plan
4.5 The Registrant's 1984 Stock Option Plan
5.1 Opinion of Douglas E. Klint.
23.1 Consent of Douglas E. Klint (included in Exhibit 5.01).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (see pages 5 and 6).
<PAGE>
EXHIBIT 4.1
GATEFIELD CORPORATION
1993 STOCK OPTION PLAN
As Adopted August 16, 1993
1. PURPOSE OF PLAN
This Plan shall be known as the "GateField Corporation 1993 Stock Option
Plan" and is hereinafter referred to as the "Plan." The purpose of the Plan
is to aid in maintaining and developing personnel capable of assuring the
future success of the Company, to offer such personnel additional incentives
to put forth maximum efforts for the success of the business, and to afford
them an opportunity to acquire a proprietary interest in the Company through
stock options as provided herein.
Options granted under this Plan may be either incentive stock options
("Incentive Stock Options") within the meaning of Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code"), or options which do
not qualify as Incentive Stock Options.
2. STOCK SUBJECT TO PLAN
Subject to the Provisions of Section 13 hereof, the stock to be subject to
options under the Plan shall be the Company's authorized Common Stock, par
value $0.10 per share. Such shares may be either authorized by unissued
shares, or issued shares which have been required by the Company. Subject to
the adjustment as provided in Section 13 hereof, the maximum number of shares
on which options may be exercised under this Plan shall be 3,000,000 shares.
If an option under the Plan expires, or for any reason is terminated or
unexercised with respect to any shares, such shares shall again be available
for options thereafter granted during the term of the Plan.
3. ADMINISTRATION OF PLAN
(a) The Plan shall be administered by a committee (the "Committee") of two or
more directors of the Company, none of whom shall be officers or employees
of the Company and all of whom shall be "disinterested persons" with
respect to the Plan within the meaing of Rule 16b-3(d)(3) under the
Securities Exchange Act of 1934 as in effect on the date this Plan is
adopted by the Board of Directors. The members of the Committee shall be
appointed by and serve at the pleasure of the Board or Directors.
(b) The Committee shall have plenary authority in its discretion, but subject
to the express provisions of the Plan, to determine: (i) the purchase price
of the Common Shares covered by each option, (ii) the employees to whom and
the time or times at which such options shall be granted and the number of
shares to be subject to each option, (iii) the form of payment to be made
upon the exercise of an SAR as provided in Section 9 hereof, either cash,
common stock of the Company or a combination thereof, (iv) the terms of
exercise of each option, (v) to accelerate the time at which all or any
part of an option may be exercised, (vi) to amend or modify the terms of
any option with the consent of the options (vii) to interpret the Plan,
(viii) to prescribe, amend and rescind rules and regulations relating to
the Plan, (ix) to determine the terms and provisions of each option
agreement under this Plan (which agreements need not be identical),
including the designation of those options intended to be incentive Stock
Options, and (x) to make all other determinations necessary
<PAGE>
or advisable for the administration of the Plan, subject to the
exclusive authority of the Board of Directors under Section 14 herein to
amend or terminate the Plan. The Committee's determinations on the
foregoing matters, unless otherwise disapproved by the Board of
Directors of the Company, shall be final and conclusive; provided,
however, that the Committee's determinations with respect to the matters
set forth in clauses (ii) and (iii) above shall be final and conclusive
without any right of disapproval by the Board of Directors of the
Company.
(c) The Committee shall select one of its members as its Chairman and shall
hold its meetings at such times and places as it may determine. A majority
of its members shall constitute a quorum. All determinations of the
Committee shall be made by not less than a majority of its members. Any
decision or determination reduced to writing and signed by all of the
members of the Committee shall be fully effective as if it had been made by
a majority vote at a meeting duly called and held. The granting of an
option pursuant to the Plan shall be effective only if a written agreement
shall have been duly executed and delivered by and on behalf of the Company
and the employee to whom such right is granted. The Committee may appoint a
Secretary and may make such rules and regulations for the conduct of its
business as it shall deem advisable.
4. ELIGIBILITY
Options may only be granted under this Plan to any full or part-time employee
(which term as used herein includes, but is not limited to, officers and
directors who are also employees) of the Company and of its present and
future subsidiary corporations (herein called "subsidiaries"). In
determining the employees to whom options shall be granted and the number of
shares subject to each option, the Committee may take into account the nature
of services rendered by the respective employees, their present and potential
contributions to the success of the Company and such other factors as the
Committee in its discretion shall deem relevant. A person who has been
granted an option under this Plan may be granted an additional option or
options under the Plan if the Committee shall so determine.
5. PRICE
The option price for all incentive Stock Options granted under the Plan shall
be determined by the Committee but shall not be less than 100% of the fair
market value of the Common Stock at the date of granting of such option. The
option price for options granted under the Plan which do not qualify as
Incentive Stock Options shall also be determined by the Committee but may be
less than 100% of the fair market value of the Common Stock. For purposes of
the preceding sentence and for all other valuation purposes under the Plan,
the fair market value of the Common Stock shall be as reasonably determined
by the Committee, but shall not be less than the average of the closing
representative bid and asked prices of the Common Stock as reported on the
National Association of Securities Dealers Automated Quotation System, if
applicable, or, if the Common Stock is then traded on a national securities
exchange, closing price of the stock on such exchange on the date as of which
fair market value is being determined. If on the date of grant of any option
granted under the Plan, the Common Stock of the Company is not publicly
traded, the Committee shall make a good faith attempt to satisfy the option
price requirement of this Section 5 and in connection therewith shall take
such action as it deems necessary or advisable.
6. TERM
Each option and all rights and obligations thereunder shall, subject to the
provisions of Section 10, expire on the date determined by the Committee and
specified in the option agreement. The Committee shall be under no duty to
provide terms of like duration for options granted under the Plan, but the
term of an option may not extend more than ten (10) years from the date of
granting the option.
<PAGE>
7. EXERCISE OF OPTION
(a) The Committee shall have full and complete authority to determine,
subject to Section 10 herein, whether the option will be
exercisable in full at any time or from time to time during the
term of the option, or to provide for the exercise thereof in
such installments, upon the occurrence of such events and at such
time during the term of the option as the Committee may
determine.
(b) The exercise of any option granted hereunder shall only be effective
at such time as counsel to the Company shall have determined that
the issuance and delivery of Common Stock pursuant to such
exercise will not violate any state or federal securities or
other laws. An optionee desiring to exercise an option may be
required by the Company, as a condition of the effectiveness of
any exercise of an option granted hereunder, to agree in writing
that all Common Stock to be acquired pursuant to such exercise
shall be held for his or her own account without a view to any
further distribution thereof, that the certificates for such
shares shall bear an appropriate legend to that effect and that
such shares will not be transferred or disposed of except in
compliance with applicable federal and state securities laws. The
Company may, in its sole discretion, defer the effectiveness of
any exercise of an option granted hereunder in order to allow the
issuance of Common Stock pursuant thereto to be made pursuant to
registration or an exemption from registration or other methods
for compliance available under federal or state securities laws.
The Company shall be under no obligation to effect the
registration pursuant to the Securities Act of 1933 of any Common
Stock to be issued hereunder or to effect similar compliance
under any state laws. The Company shall inform the optionee in
writing of its decision to defer the effectiveness of the
exercise of an option granted hereunder. During the period that
the effectiveness of the exercise of an option has been deferred,
the optionee may, by written notice, withdraw such exercise and
obtain the refund of any amount paid with respect thereto.
(c) An optionee electing to exercise an option shall give written notice
to the Company of such election and of the number of shares
subject to such exercise. The full purchase price of such shares
shall be tendered with such notice of exercise. Payment shall be
made to the Company either in cash (including check, bank draft
or money order), or, at the discretion of the Committee, (i) by
delivering the Company's Common Stock already owned by the
Optionee having a fair market value equal to the full purchase
price of the shares, or (ii) a combination of cash and such
shares, provided, however, that an optionee shall not be entitled
to tender shares of the Company's Common Stock pursuant to
successive, substantially simultaneous exercises of options
granted under this or any other stock option plan of the Company.
The fair market value of such shares shall be determined as
provided in Section 5 herein. Until such person has been issued a
certificate or certificates for the shares subject to such
exercise, he shall possess no rights as a stockholder with
respect to such shares.
8. ADDITIONAL RESTRICTIONS
The Committee shall have full and complete authority to determine whether all
or any part of the Common Stock of the Company acquired upon exercise of any
of the options granted under the Plan shall be subject to restrictions on the
transferability thereof or any other restrictions affecting in any manner the
Optionee's rights with respect thereto.
9. ALTERNATIVE STOCK APPRECIATION RIGHTS
<PAGE>
(a) GRANT. At the time of grant of an option under the Plan (or at any
time thereafter as to options which are not incentive Stock Options),
the Committee, in its discretion, may grant to the holder of such option
an alternative Stock Appreciation Right ("SAR") for all or any part of
the number of the shares covered by the holder's option. Any such SAR
may be exercised as an alternative, but not in addition to, an option
granted hereunder, and any exercise of an SAR shall reduce an option by
the same number of shares as to which the SAR is exercised. An SAR
granted to an option holder shall provide that such SAR, if exercised,
must be exercised within the time period specified therein. Such
specified time period may be less than (but may not be greater than) the
time period during which the corresponding option may be exercised. An
SAR may be exercised only when tne corresponding option is eligible to
be exercised. The failure of the holder of an SAR to exercise such SAR
within the time period specified shall not reduce his option rights. If
an SAR is granted for a number of shares less than the total number of
shares covered by the corresponding option the Committee may later (as
to options which are not Incentive Stock Options) grant to the
optionholder an additional SAR covering additional shares, provided,
however, that the aggregate amount of all SARs held by any optionholder
shall at no time exceed the total number of shares covered by his
unexercised options.
(b) EXERCISE. The holder of any option which by its terms is exercisable who
also holds an SAR may, in lieu of exercising his option, elect to
exercise his SAR, subject, however, to the limitation on time of
exercise hereinafter set forth. Such SAR shall be exercised by the
delivery to the Company of a written notice which shall state that the
optionee elects to exercise his SAR as to the number of shares specified
in the notice and which shall further state what portion, if any, of the
SAR exercise amount (hereinafter defined) the holder thereof requests be
paid to him in cash and what portion, if any, he requests be paid to him
in Common Stock of the Company. The Committee promptly shall cause to be
paid to such holder the SAR exercise amount either in cash. in Common
Stock of the Company, or any combination of cash and stock as the
Committee may determine. Such determination may be either in accordance
with the request made by the holder of the SAR or in the sole and
absolute discretion of the Committee. The SAR exercise amount is the
excess of the fair market value of one share of the Company's Common
Stock on the date of exercise over the per share option price for the
option in respect of which the SAR was granted multiplied by the number
of shares as to which the SAR is exercised. For the purposes hereof, the
fair market value of the Company's shares shall be determined as
provided in Section 5 herein. An SAR may be exercised only when the SAR
exercise amount is positive.
(c) LIMITATION ON DATE OF EXERCISE. A SAR may not be exercised for cash
during the first six months after the date of grant of the SAR and any
related stock option, except that this limitation need not apply if
death or disability of the holder occurs prior to the expiration of the
six-month period. Any election to receive cash in full or partial
settlement of a SAR, and any exercise of a SAR for cash, shall be made
only during the third business day through the twelfth business day
following the release for publication of the Company's regular quarterly
or annual summary statements of sales and earnings; but this restriction
shall not apply to any exercise of a SAR for cash where the exercise
date meets the following three tests: (i) the date is automatic or fixed
in advance under the terms of the Plan, (ii) the date is at least six
months after the date of grant of SAR, and (iii) the date is outside the
control of the holder.
(d) OTHER PROVISIONS OF PLAN APPLICABLE. All provisions of this Plan
applicable to options granted hereunder shall apply with equal effect to
an SAR. No SAR shall be transferable otherwise than by will or the laws
of descent and distribution and a SAR may be exercised during the
lifetime of the holder thereof, only by such holder.
<PAGE>
10. EFFECT OF TERMINATION OF EMPLOVMENT OR DEATH
(a) In the event that an optionee shall cease to be employed by the Company
or its subsidiaries, if any. for any reason other than his gross and
willful misconduct or his death or disability, such optionee shall have
the right to exercise the option at any time within three (3) months
after such termination of employment to the extent of the full number of
shares he was entitled to purchase under the option on the date of
termination, subject to the condition that no option shall be
exercisable after the expiration of the term of the option.
(b) In the event that an optionee shall cease to be employed by the Company
or its subsidiaries, if any, by reason of his gross and willful
misconduct during the course of his employment; including but not
limited to wrongful appropriation of funds of his employer or the
commission of a gross misdemeanor or felony. the option shall be
terminated as of the date of the misconduct.
(c) If the optionee shall die while in the employ of the Company or a
subsidiary, if any, or within three (3) months after termination of
employment for any reason other than gross and willful misconduct, or
become disabled (within the meaning of Code Section 105(d)(4)) while in
the employ of the Company or a subsidiary, if any, and such optionee
shall not have fully exercised the option, such option may be exercised
at any time within twelve (12) months after his death or such disability
by the personal representatives, administrators, or if applicable
guardian, of the optionee or by any person or persons to whom the option
is transferred by will or the applicable laws of descent and
distribution, to the extent of the full number of shares he was entitled
to purchase under the option on the date of death, disability or
termination of employment, if earlier, and subject to the condition that
no option shall be exercisable after the expiration of the term of the
option.
(d) Nothing in the Plan or in any agreement thereunder shall confer on any
employee any right to continue in the employ of the Company or any of
its subsidiaries or affect, in any way, the right of the Company or any
of its subsidiaries to terminate his employment at any time.
11. 10-PERCENT SHAREHOLDER RULE
Notwithstanding any other provision in the Plan, if at the time an option is
otherwise to be granted pursuant to the Plan the optionee owns directly or
indirectly (within the meaning of Section 425(d) of the Code) Common Stock of
the Company possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or its parent or
subsidiary corporations, if any, (within the meaning of Section 422A(b)(6) of
the Code) then any incentive Stock Option to be granted to such optionee
pursuant to the Plan shall satisfy the requirements of Section 422A(c)(8) of
the Code, and the option price shall be not less than 110% of the fair market
value of the Common Stock of the Company determined as described herein. and
such option by its terms shall not be exercisable after the expiration of
five (5) years from the date such option is granted.
12. NON-TRANSFERABILITY
No option granted under the Plan shall be transferable by an optionee,
otherwise than by will or the laws of descent or distribution as provided in
Section 10(c) herein. During the lifetime of an optionee the option shall be
exercisable only by such optionee
<PAGE>
13. DILUTION OR OTHER ADJUSTMENTS
If there shall be any change in the Common Stock through merger,
consolidation, reorganization, recapitalization. stock dividend (of whatever
amount), stock split or other change in the corporate structure, appropriate
adjustments in the Plan and outstanding options and SAR's shall be made by
the Committee. In the event of any such changes, adjustments shall include,
where appropriate, changes in the aggregate number of shares subject to the
Plan, the number of shares and the price per share subject to outstanding
options and the amount payable upon exercise of outstanding SAR's, in order
to prevent dilution or enlargement of option or SAR rights.
14. AMENDMENT OR DISCONTINUANCE OF PLAN
The Board of Directors may amend or discontinue the Plan at any time. Subject
to the provisions of Section 14 no amendment of the Plan, however, shall
without shareholder approval: (i) decrease the minimum option price provided
in Section 5 herein, (ii) extend the maximum option term under Section 6, or
(iii) materially modify the eligibility requirements for participation in the
Plan. The Board of Directors shall not alter or impair any option theretofore
granted under the Plan without the consent of the holder of the option.
15. TIME OF GRANTING
Nothing contained in the Plan or in any resolution adopted or to be adopted
by the Board of Directors or by the Stockholders of the Company, and no
action taken by the Committee or the Board of Directors (other than the
execution and delivery of an option), shall constitute the granting of an
option hereunder.
16. EFFECTIVE DATE AND TERMINATION OF PLAN
(a) The Plan was approved by the Board of Directors on August 16, 1993.
(b) Unless the Plan shall have been discontinued as provided in Section 14
hereof, the Plan shall terminate August 15, 2003. No option may be
granted after such termination, but termination of the Plan shall not,
without the consent of the options alter or impair any rights or
obligations under any option theretofore granted.
<PAGE>
EXHIBIT 4.2
GATEFIELD CORPORATION
1996 STOCK OPTION PLAN
1. PURPOSE OF PLAN
This Plan shall be known as the "GateField Corporation 1996 Stock Option
Plan" and is hereinafter referred to as the "Plan." The purpose of the Plan
is to aid in maintaining and developing personnel capable of assuring the
future success of the Company, to offer such personnel additional incentives
to put forth maximum efforts for the success of the business, and to afford
them an opportunity to acquire a proprietary interest in the Company through
stock options as provided herein.
Options granted under this Plan may be either incentive stock options
("Incentive Stock Options") within the meaning of Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code"), or options which do
not qualify as Incentive Stock Options.
2. STOCK SUBJECT TO PLAN
Subject to the Provisions of Section 13 hereof, the stock to be subject to
options under the Plan shall be the Company's authorized Common Stock, par
value $0.10 per share. Such shares may be either authorized by unissued
shares, or issued shares which have been required by the Company. Subject to
the adjustment as provided in Section 13 hereof, the maximum number of shares
on which options may be exercised under this Plan shall be 750,000 shares. If
an option under the Plan expires, or for any reason is terminated or
unexercised with respect to any shares, such shares shall again be available
for options thereafter granted during the term of the Plan.
3. ADMINISTRATION OF PLAN
(a) The Plan shall be administered by a committee (the "Committee") of two
or more directors of the Company, none of whom shall be officers or
employees of the Company and all of whom shall be "disinterested
persons" with respect to the Plan within the meaing of Rule 16b-3(d)(3)
under the Securities Exchange Act of 1934 as in effect on the date this
Plan is adopted by the Board of Directors. The members of the Committee
shall be appointed by and serve at the pleasure of the Board or
Directors.
(b) The Committee shall have plenary authority in its discretion, but
subject to the express provisions of the Plan, to determine: (i) the
purchase price of the Common Shares covered by each option, (ii) the
employees to whom and the time or times at which such options shall be
granted and the number of shares to be subject to each option, (iii) the
form of payment to be made upon the exercise of an SAR as provided in
Section 9 hereof, either cash, common stock of the Company or a
combination thereof, (iv) the terms of exercise of each option, (v) to
accelerate the time at which all or any part of an option may be
exercised, (vi) to amend or modify the terms of any option with the
consent of the options (vii) to interpret the Plan, (viii) to prescribe,
amend and rescind rules and regulations relating to the Plan, (ix) to
determine the terms and provisions of each option agreement under this
Plan (which agreements need not be identical), including the designation
of those options intended to be incentive Stock Options, and (x) to make
all other determinations necessary or advisable for the administration
of the Plan, subject to the exclusive authority of the Board of
Directors under Section 14 herein to amend or terminate the Plan. The
<PAGE>
Committee's determinations on the foregoing matters, unless otherwise
disapproved by the Board of Directors of the Company, shall be final and
conclusive; provided, however, that the Committee's determinations with
respect to the matters set forth in clauses (ii) and (iii) above shall
be final and conclusive without any right of disapproval by the Board of
Directors of the Company.
(c) The Committee shall select one of its members as its Chairman and shall
hold its meetings at such times and places as it may determine. A
majority of its members shall constitute a quorum. All determinations of
the Committee shall be made by not less than a majority of its members.
Any decision or determination reduced to writing and signed by all of
the members of the Committee shall be fully effective as if it had been
made by a majority vote at a meeting duly called and held. The granting
of an option pursuant to the Plan shall be effective only if a written
agreement shall have been duly executed and delivered by and on behalf
of the Company and the employee to whom such right is granted. The
Committee may appoint a Secretary and may make such rules and
regulations for the conduct of its business as it shall deem advisable.
4. ELIGIBILITY
Options may only be granted under this Plan to any full or part-time employee
(which term as used herein includes, but is not limited to, officers and
directors who are also employees) of the Company and of its present and
future subsidiary corporations (herein called "subsidiaries"). In
determining the employees to whom options shall be granted and the number of
shares subject to each option, the Committee may take into account the nature
of services rendered by the respective employees, their present and potential
contributions to the success of the Company and such other factors as the
Committee in its discretion shall deem relevant. A person who has been
granted an option under this Plan may be granted an additional option or
options under the Plan if the Committee shall so determine.
5. PRICE
The option price for all incentive Stock Options granted under the Plan shall
be determined by the Committee but shall not be less than 100% of the fair
market value of the Common Stock at the date of granting of such option. The
option price for options granted under the Plan which do not qualify as
Incentive Stock Options shall also be determined by the Committee but may be
less than 100% of the fair market value of the Common Stock. For purposes of
the preceding sentence and for all other valuation purposes under the Plan,
the fair market value of the Common Stock shall be as reasonably determined
by the Committee, but shall not be less than the average of the closing
representative bid and asked prices of the Common Stock as reported on the
National Association of Securities Dealers Automated Quotation System, if
applicable, or, if the Common Stock is then traded on a national securities
exchange, closing price of the stock on such exchange on the date as of which
fair market value is being determined. If on the date of grant of any option
granted under the Plan, the Common Stock of the Company is not publicly
traded, the Committee shall make a good faith attempt to satisfy the option
price requirement of this Section 5 and in connection therewith shall take
such action as it deems necessary or advisable.
6. TERM
Each option and all rights and obligations thereunder shall, subject to the
provisions of Section 10, expire on the date determined by the Committee and
specified in the option agreement. The Committee shall be
<PAGE>
under no duty to provide terms of like duration for options granted under the
Plan, but the term of an option may not extend more than ten (10) years from
the date of granting the option.
7. EXERCISE OF OPTION
(a) The Committee shall have full and complete authority to determine,
subject to Section 10 herein, whether the option will be exercisable in
full at any time or from time to time during the term of the option, or
to provide for the exercise thereof in such installments, upon the
occurrence of such events and at such time during the term of the option
as the Committee may determine.
(b) The exercise of any option granted hereunder shall only be effective at
such time as counsel to the Company shall have determined that the
issuance and delivery of Common Stock pursuant to such exercise will not
violate any state or federal securities or other laws. An optionee
desiring to exercise an option may be required by the Company, as a
condition of the effectiveness of any exercise of an option granted
hereunder, to agree in writing that all Common Stock to be acquired
pursuant to such exercise shall be held for his or her own account
without a view to any further distribution thereof, that the
certificates for such shares shall bear an appropriate legend to that
effect and that such shares will not be transferred or disposed of
except in compliance with applicable federal and state securities laws.
The Company may, in its sole discretion, defer the effectiveness of
any exercise of an option granted hereunder in order to allow the
issuance of Common Stock pursuant thereto to be made pursuant to
registration or an exemption from registration or other methods for
compliance available under federal or state securities laws. The Company
shall be under no obligation to effect the registration pursuant to the
Securities Act of 1933 of any Common Stock to be issued hereunder or to
effect similar compliance under any state laws. The Company shall inform
the optionee in writing of its decision to defer the effectiveness of
the exercise of an option granted hereunder. During the period that the
effectiveness of the exercise of an option has been deferred, the
optionee may, by written notice, withdraw such exercise and obtain the
refund of any amount paid with respect thereto.
(c) An optionee electing to exercise an option shall give written notice to
the Company of such election and of the number of shares subject to such
exercise. The full purchase price of such shares shall be tendered with
such notice of exercise. Payment shall be made to the Company either in
cash (including check, bank draft or money order), or, at the discretion
of the Committee, (i) by delivering the Company's Common Stock already
owned by the Optionee having a fair market value equal to the full
purchase price of the shares, or (ii) a combination of cash and such
shares, provided, however, that an optionee shall not be entitled to
tender shares of the Company's Common Stock pursuant to successive,
substantially simultaneous exercises of options granted under this or
any other stock option plan of the Company. The fair market value of
such shares shall be determined as provided in Section 5 herein. Until
such person has been issued a certificate or certificates for the shares
subject to such exercise, he shall possess no rights as a stockholder
with respect to such shares.
8. ADDITIONAL RESTRICTIONS
The Committee shall have full and complete authority to determine whether all or
any part of the Common Stock of the Company acquired upon exercise of any of the
options granted under the Plan shall be subject
<PAGE>
to restrictions on the transferability thereof or any other restrictions
affecting in any manner the Optionee's rights with respect thereto.
9. ALTERNATIVE STOCK APPRECIATION RIGHTS
(a) GRANT. At the time of grant of an option under the Plan (or at any time
thereafter as to options which are not incentive Stock Options), the
Committee, in its discretion, may grant to the holder of such option an
alternative Stock Appreciation Right ("SAR") for all or any part of the
number of the shares covered by the holder's option. Any such SAR may be
exercised as an alternative, but not in addition to, an option granted
hereunder, and any exercise of an SAR shall reduce an option by the same
number of shares as to which the SAR is exercised. An SAR granted to an
option holder shall provide that such SAR, if exercised, must be
exercised within the time period specified therein. Such specified time
period may be less than (but may not be greater than) the time period
during which the corresponding option may be exercised. An SAR may be
exercised only when tne corresponding option is eligible to be
exercised. The failure of the holder of an SAR to exercise such SAR
within the time period specified shall not reduce his option rights. If
an SAR is granted for a number of shares less than the total number of
shares covered by the corresponding option the Committee may later (as
to options which are not Incentive Stock Options) grant to the
optionholder an additional SAR covering additional shares, provided,
however, that the aggregate amount of all SARs held by any optionholder
shall at no time exceed the total number of shares covered by his
unexercised options.
(b) EXERCISE. The holder of any option which by its terms is exercisable who
also holds an SAR may, in lieu of exercising his option, elect to
exercise his SAR, subject, however, to the limitation on time of
exercise hereinafter set forth. Such SAR shall be exercised by the
delivery to the Company of a written notice which shall state that the
optionee elects to exercise his SAR as to the number of shares specified
in the notice and which shall further state what portion, if any, of the
SAR exercise amount (hereinafter defined) the holder thereof requests be
paid to him in cash and what portion, if any, he requests be paid to him
in Common Stock of the Company. The Committee promptly shall cause to be
paid to such holder the SAR exercise amount either in cash. in Common
Stock of the Company, or any combination of cash and stock as the
Committee may determine. Such determination may be either in accordance
with the request made by the holder of the SAR or in the sole and
absolute discretion of the Committee. The SAR exercise amount is the
excess of the fair market value of one share of the Company's Common
Stock on the date of exercise over the per share option price for the
option in respect of which the SAR was granted multiplied by the number
of shares as to which the SAR is exercised. For the purposes hereof, the
fair market value of the Company's shares shall be determined as
provided in Section 5 herein. An SAR may be exercised only when the SAR
exercise amount is positive.
(c) LIMITATION ON DATE OF EXERCISE. A SAR may not be exercised for cash
during the first six months after the date of grant of the SAR and any
related stock option, except that this limitation need not apply if
death or disability of the holder occurs prior to the expiration of the
six-month period. Any election to receive cash in full or partial
settlement of a SAR, and any exercise of a SAR for cash, shall be made
only during the third business day through the twelfth business day
following the release for publication of the Company's regular quarterly
or annual summary statements of sales and earnings; but this restriction
shall not apply to any exercise of a SAR for cash where the
<PAGE>
exercise date meets the following three tests: (i) the date is automatic
or fixed in advance under the terms of the Plan, (ii) the date is at
least six months after the date of grant of SAR, and (iii) the date is
outside the control of the holder.
(d) OTHER PROVISIONS OF PLAN APPLICABLE. All provisions of this Plan
applicable to options granted hereunder shall apply with equal effect to
an SAR. No SAR shall be transferable otherwise than by will or the laws
of descent and distribution and a SAR may be exercised during the
lifetime of the holder thereof, only by such holder.
10. EFFECT OF TERMINATION OF EMPLOVMENT OR DEATH
(a) In the event that an optionee shall cease to be employed by the Company
or its subsidiaries, if any. for any reason other than his gross and
willful misconduct or his death or disability, such optionee shall have
the right to exercise the option at any time within three (3) months
after such termination of employment to the extent of the full number of
shares he was entitled to purchase under the option on the date of
termination, subject to the condition that no option shall be
exercisable after the expiration of the term of the option.
(b) In the event that an optionee shall cease to be employed by the Company
or its subsidiaries, if any, by reason of his gross and willful
misconduct during the course of his employment; including but not
limited to wrongful appropriation of funds of his employer or the
commission of a gross misdemeanor or felony. the option shall be
terminated as of the date of the misconduct.
(c) If the optionee shall die while in the employ of the Company or a
subsidiary, if any, or within three (3) months after termination of
employment for any reason other than gross and willful misconduct, or
become disabled (within the meaning of Code Section 105(d)(4)) while in
the employ of the Company or a subsidiary, if any, and such optionee
shall not have fully exercised the option, such option may be exercised
at any time within twelve (12) months after his death or such disability
by the personal representatives, administrators, or if applicable
guardian, of the optionee or by any person or persons to whom the option
is transferred by will or the applicable laws of descent and
distribution, to the extent of the full number of shares he was entitled
to purchase under the option on the date of death, disability or
termination of employment, if earlier, and subject to the condition that
no option shall be exercisable after the expiration of the term of the
option.
(d) Nothing in the Plan or in any agreement thereunder shall confer on any
employee any right to continue in the employ of the Company or any of
its subsidiaries or affect, in any way, the right of the Company or any
of its subsidiaries to terminate his employment at any time.
11. 10-PERCENT SHAREHOLDER RULE
Notwithstanding any other provision in the Plan, if at the time an option is
otherwise to be granted pursuant to the Plan the optionee owns directly or
indirectly (within the meaning of Section 425(d) of the Code) Common Stock of
the Company possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or its parent or subsidiary
corporations, if any, (within the meaning of Section 422A(b)(6) of the Code)
then any incentive Stock Option to be granted to such
<PAGE>
optionee pursuant to the Plan shall satisfy the requirements of Section
422A(c)(8) of the Code, and the option price shall be not less than 110% of
the fair market value of the Common Stock of the Company determined as
described herein. and such option by its terms shall not be exercisable after
the expiration of five (5) years from the date such option is granted.
12. NON-TRANSFERABILITY
No option granted under the Plan shall be transferable by an optionee,
otherwise than by will or the laws of descent or distribution as provided in
Section 10(c) herein. During the lifetime of an optionee the option shall be
exercisable only by such optionee.
13. DILUTION OR OTHER ADJUSTMENTS
If there shall be any change in the Common Stock through merger,
consolidation, reorganization, recapitalization. stock dividend (of whatever
amount), stock split or other change in the corporate structure, appropriate
adjustments in the Plan and outstanding options and SAR's shall be made by
the Committee. In the event of any such changes, adjustments shall include,
where appropriate, changes in the aggregate number of shares subject to the
Plan, the number of shares and the price per share subject to outstanding
options and the amount payable upon exercise of outstanding SAR's, in order
to prevent dilution or enlargement of option or SAR rights.
14. AMENDMENT OR DISCONTINUANCE OF PLAN
The Board of Directors may amend or discontinue the Plan at any time. Subject to
the provisions of Section 14 no amendment of the Plan, however, shall without
shareholder approval: (i) decrease the minimum option price provided in Section
5 herein, (ii) extend the maximum option term under Section 6, or (iii)
materially modify the eligibility requirements for participation in the Plan.
The Board of Directors shall not alter or impair any option theretofore granted
under the Plan without the consent of the holder of the option.
15. TIME OF GRANTING
Nothing contained in the Plan or in any resolution adopted or to be adopted by
the Board of Directors or by the Stockholders of the Company, and no action
taken by the Committee or the Board of Directors (other than the execution and
delivery of an option), shall constitute the granting of an option hereunder.
16. EFFECTIVE DATE AND TERMINATION OF PLAN
(a) The Plan was approved by the Board of Directors on October 29, 1996.
(b) Unless the Plan shall have been discontinued as provided in Section 14
hereof, the Plan shall terminate October 29, 2006. No option may be
granted after such termination, but termination of the Plan shall not,
without the consent of the options alter or impair any rights or
obligations under any option theretofore granted.
<PAGE>
EXHIBIT 4.3
GATEFIELD CORPORATION
1995 STOCK OPTLON DIRECTORS PLAN FOR NON-EMPLOYEE DIRECTORS
ARTICLE I
PURPOSES OF THE PLAN
The purposes of the GateField Corporation 1995 Stock Option Directors
Plan for Non-Employee Directors (the "1995 Directors Plan") are to attract
and retain the services of experienced and knowledgeable non-employee
directors of GateField Corporation (the "Corporation"), and to provide an
incentive for such directors to increase their proprietary interest in the
Corporation's long-term success and progress.
ARTICLE II
SHARES SUBJECT TO THE PLAN
The total number of shares of common stock, par value $.10 per share of
the Corporation (the "Shares"), for which options may be granted under the
1995 Directors Plan is 200,000 shares, subject to adjustment in accordance
with Article VI hereof. The Shares shall be authorized and unissued shares
and shall include shares representing the unexercised portion of any option
granted under the 1995 Directors Plan which expires or terminates without
being exercised in full.
ARTICLE III
ADMINISTRATION OF THE PLAN
The 1995 Directors Plan shall be administered by the Board of Directors
of the Corporation (the "Board") or, in the event the Board shall appoint
and/or authorize a Compensation Committee to administer the 1995 Directors
Plan, by such committee. The administrator of the 1995 Directors Plan shall
hereinafter be referred to as the "Plan Administrator". Subject to the terms
of the 1995 Directors Plan, the Plan Administrator shall have the power to
construe the provisions of the 1995 Directors Plan, to determine all
questions arising thereunder and to adopt and amend such rules and
regulations for the administration of the 1995 Directors Plan as it may deem
desirable.
ARTICLE IV
PARTICIPATION IN THE PLAN
Each person who is serving as a director of the Corporation who is not
an employee of the Corporation or any subsidiary ("Director") shall receive
options to acquire such number of shares under the 1995 Directors Plan as set
forth immediately below.
(i) 15,000 shares to any person who is newly elected as a
Director after the date of approval of the 1995 Directors Plan by the
stockholders of the Corporation upon such subsequent date that such Director
is elected to such position by the stockholders of the Corporation (the
"Initial Grant"); and
(ii) 7,50O shares annually subsequent to the year in which
the 1995 Directors Plan is approved by the stockholders of the Corporation,
such option to be granted as of the date of the Corporation's annual meeting
of stockholders held in such year, whether or not such Director is a nominee
for Director at such meeting (the "Annual Grant").
<PAGE>
Notwithstanding the foregoing, in no event shall any Director receive options
to purchase in the aggregate more than 100,000 Shares pursuant to this 1995
Directors Plan. Grants under the 1995 Directors Plan shall commence upon the
approval of the 1995 Directors Plan by the stockholders of the Corporation.
ARTICLE VI
OPTION TERMS
Each option granted to a Director under the 1995 Directors Plan and the
issuance of Shares thereunder shall be subject to the following terms.
A. OPTION AGREEMENT. Each option granted under the 1995 Directors Plan shall
be evidenced by an option agreement (an "Agreement") duly executed on behalf
of the Corporation and by the Director to whom such option is granted. Each
Agreement shall comply with and be subject to the terms and conditions of the
1995 Directors Plan. Any Agreement may contain such other terms, provisions
and conditions not inconsistent with the 1995 Directors Plan as may be
determined by the Plan Administrator. No option shall be granted within the
meaning of the 1995 Directors Plan and no purported grant of any option shall
be effective until an Agreement shall have been duly executed on behalf of
the Corporation and the Director to whom the option is to be granted.
B. OPTION EXERCISE PRICE. The option exercise price for an option granted
under the 1995 Directors Plan shall be the fair market value of the Shares
covered by the option at the time the Plan Administrator acts to grant the
option. For purposes of the 1995 Directors Plan, "fair market value" is
defined as the mean between the bid and ask prices quoted on the close of the
day of grant on the National Association of Securities Dealers Automatic
Quotation System.
C. TIME AND MANNER OF EXERCISE OF OPTION. Options from the Initial
Grant shall vest and are exercisable two (2) years after their grant and may
be exercised in full at one time or in part from time to time. Options from
the Annual Grant shall vest and are exercisable one (1) year after their
grant and may be exercisable in full at one point or in part from time to
time. Any option may be exercised by giving written notice, signed by the
person exercising the option, to the Corporation stating the number of Shares
with respect to which the option is being exercised, accompanied by payment
in full for such Shares, which payment may be in whole or in part in shares
already owned by the person or persons exercising the option, valued at fair
market value at the time of such exercise.
D. TERM OF OPTIONS. Each option shall expire not more than ten (10)
years from the date of the granting thereof, but shall be subject to earlier
termination as follows:
(i) in the event of the death of an optionee, the vested
portion of the option granted to such optionee may be exercised within one
(I) year after the date of death of such optionee or prior to the date on
which the option expires by its terms, whichever is earlier, by the estate of
such optionee, or by any person or persons whom the optionee shall have
designated in writing on forms prescribed by and filed with the Corporation
or, if no such designation has been made by the person or persons to whom the
optionee's rights have passed, by will or the laws of descent and
distribution.
(ii) in the event that an optionee ceases to be a Director,
the options granted to such optionee may be exercised by him or her within
one (1) year after the date such optionee ceases to be a Director or prior to
the date on which the option expires by its terms, whichever is earlier.
E. TRANSFERABILITY. The right of any optionee to exercise an option granted
to him or her under the 1995 Directors Plan shall not be assignable or
transferable by such optionee otherwise than by will or the laws of descent
and distribution, and any such option shall be exercisable during the
lifetime of such optionee only by optionee.
<PAGE>
F. PARTICIPANTS OR SUCCESSOR'S RIGHTS AS SHAREHOLDER. Neither the recipient
of an option under the 1995 Directors Plan nor his or her successor(s) in
interest shall have any rights as a stockholder of the Corporation with
respect to any Shares subject to an option granted to such person until such
person becomes a holder of record of such Shares.
G. REGULATORY APPROVAL AND COMPLIANCE. The Corporation shall not be required
to issue any certificate or certificates for shares of its stock upon the
exercise of an option granted under the Plan, or record as a holder of record
of such Shares the name of the individual exercising an option under the
Plan, without obtaining to the Plan Administrator's complete satisfaction,
the approval of all regulatory bodies deemed necessary by the Plan
Administrator and without complying to the Plan Administrator's complete
satisfaction, with all rules and regulations under federal, state or local
law deemed applicable by the Plan Administrator.
ARTICLE VI
CAPITAL ADJUSTMENTS
The aggregate number of Shares with respect to which options may be granted
under the Plan as provided in Article II, the number of Shares subject to
each outstanding option, and the price per share specified in each such
option, may all be adjusted, as the Plan Administrator shall determine at its
sole discretion or as may be required, for any increase or decrease in the
number of issued shares of common stock of the Corporation resulting from a
subdivision or consolidation of shares or any other similar capital
adjustment, the payment of a stock dividend, or other increase or decrease in
such shares effected without receipt of consideration by, or a merger or
consolidation of, the Corporation, or the sale of all or substantially all of
the assets of, or the liquidation of, the Corporation.
ARTICLE VII
EXPENSES OF THE PLAN
All costs and expenses of the adoption and administration of the Plan
shall be borne by the Corporation, and none of such expenses shall be charged
to any optionee.
ARTICLE VIII
APPROVAL OF STOCKHOLDERS
The Plan shall be subject to approval by the vote of stockholders
holding at least a majority of the voting stock of the Corporation, voting in
person or by proxy a duly held stockholders' meeting.
ARTICLE IX
TERMINATION AND AMENDMENT OF THE PLAN
The Board may amend, terminate or suspend the Plan at any time, in its sole
and absolute discretion; provided, however, that if required by Section 16(b)
of the Securities Exchange Act of 1934, as amended, the approval of
stockholders will be required for any amendment which shall (a} increase the
number of Shares subject to the Plan; (b) reduce the option price below 100%
of the market value of the Shares subject to the option at the time the
option was granted; (c) increase beyond 100,000 the number of Shares for
which options may be granted to each Director; (d) change the timing with
respect to which such options are granted or exercisable; or (c) otherwise
require stockholder approval under applicable law, including Section 16(b).
ARTICLE X
EFFECTIVE DATE
The effective date of the Plan shall be the date on which the Plan is approved
by the stockholders of the Corporation.
<PAGE>
EXHIBIT 4.4
EMPLOYEES' STOCK PURCHASE PLAN
ARTICLE 1. DEFINITIONS
To provide the employees of Zycad Corporation (the "Company") and its
wholly-owned subsidiaries an opportunity to acquire a proprietary interest in
the Company through the purchase of its Common Stock and thus develop a
stronger incentive to work for the continued success of the Company, the
Company adopts the Employees' Stock Purchase Plan.
Section 1.01. "PLAN" means the Employees' Stock Purchase Plan, the terms
and provisions of which are set forth herein.
Section 1.02. "COMPANY" means Zycad Corporation and its wholly-owned
subsidiaries.
Section 1.03. "SHARES" means the shares of Common Stock of Zycad
Corporation.
Section 1.04. "PARTICIPANT" means a Regular Permanent Employee of the
Company who is eligible to participate in the Plan and who has elected to
participate in the Plan in the manner set forth in the Plan.
Section 1.05. "CURRENT COMPENSATION" means all regular wage, salary and
commission payments paid by the Company to a Participant in accordance with
the terms of his employment, but excluding annual bonus payments and all
other forms of special compensation.
Section 1.06. "FISCAL YEAR" means the period from January 1 to the
succeeding December 31.
Section 1.07. "PERMANENT FULL-TIME EMPLOYEE" of the Company means all
employees of the Company (including officers or employees of the Company)
except (i) employees customarily employed less than 20 hours weekly, (ii) any
employee who has not been an employee of the Company for at least 30 days
immediately prior thereto, provided that an approved leave of absence or
lay-off shall not be deemed to terminate the employee's continuous employment
with the Company and (iii) employees who, immediately after an option is
granted, own directly or indirectly within the meaning of Section 423(b)(3)
and Section 425(d) of the Internal Revenue Code of 1954, as amended, stock
possessing five percent (5%) or more of the total combined voting power or
value of all the classes of the shares of the Company or its parent or
subsidiary corporations, if any.
Section 1.08. "STOCK OPTION ACCOUNT" means the individual account
established by the Company to which payroll deductions are credited.
Section 1.09. "COMMITTEE" means the Stock Plan Committee described in
Section 10.01.
Section 1.10. "PURCHASE PERIOD" means the three-month periods beginning
on January 1, April 1, July 1 and October 1 of each year and which coincide
with the Company's quarterly Fiscal Year periods.
ARTICLE 2. ELIGIBLE EMPLOYEES AND ELECTION TO PARTICIPATE
Section 2.01. Each Permanent Full-time Employee of the Company shall be
eligible to participate in the Plan commencing with the January 1, April 1,
July 1 or October 1 on which, or next following the date on which, he becomes
a Permanent Full-time Employee. Subject to the provisions of ARTICLE 6, a
Permanent Full-time Employee is defined IN SECTION 1.07.
<PAGE>
Section 2.02. An eligible employee may elect to participate in the Plan
by completing an "Election to Participate and Payroll Deduction
Authorization" form (which authorizes regular payroll deductions from the
employee's Current Compensation beginning with the first payroll period
ending on or after the eligibility date determined in accordance with Section
2.01 and continuing until the employee withdraws from the Plan or ceases to
be eligible to participate in the Plan).
ARTICLE 3. PAYROLL DEDUCTIONS AND STOCK OPTION ACCOUNT
Section 3.01. A Participant may elect payroll deductions of any multiple
of one percent but not less than three percent or more than ten percent of
his Current Compensation. A Participant's election hereunder is irrevocable
when made; provided, however, that a Participant may at any time increase or
decrease the percentage of his payroll deduction within the foregoing
limitations by filing a "Notice of Change" form, such change to become
effective only upon receipt thereof by the Company and with respect to the
first payroll period commencing after the beginning of the next Purchase
Period.
Section 3.02. Payroll deductions shall be credited currently to the
Participant's Stock Option Account. A Participant may not make any separate
cash payment into his Stock Option Account.
Section 3.03. No interest will be paid upon payroll deductions or on any
amount credited to, or on deposit in, a Participant's Stock Option Account.
ARTICLE 4. GRANTING OF OPTIONS
Section 4.01. On the first business day of each Purchase Period
each Participant shall automatically receive an option to purchase on the
last business day of that Purchase Period, that number of whole Shares, not
less than ten (10), as could be purchased at a price equal to the price
specified in Section 4.02 with the entire credit balance in the Participant's
Stock Option Account on the last business day of that Purchase Period (but
not to exceed 800 Shares); provided, however, that no option shall be deemed
to be granted or received hereunder which would permit a Participant to
purchase Shares under this Plan and under all other employee stock purchase
plans, if any, of the Company at a rate which exceeds $25,000 in fair market
value of shares (determined at the time the option is granted) for each
calendar year, as provided in Section 423(b)(8) of the Internal Revenue Code
of 1954, as amended.
Section 4.02. In the event of the exercise of an option under
termination of employment of a Participant other than by reason of death, the
option price shall be the fair market value of the Shares on the date on
which the option is granted. In all other circumstances, the option price
shall be the lesser of (i) the fair market value of the Shares on the date on
which the option is granted on the first day of the Purchase Period or (ii)
the fair market value of the Shares on the last day of the Purchase Period on
which the option is exercised by purchase of Shares, in each case rounded up
to the next higher full cent. The fair market value on any day shall be the
mean between the closing bid and the asked prices, as determined by the
Committee after such consultation with such dealers or quotation service as
the Committee may determine.
ARTICLE 5. EXERCISE OF OPTIONS; TERMINATION OF EMPLOYMENT
Section 5.01. On the last day of the Purchase Period for which an
option is granted pursuant to the Plan or, if sooner, upon termination of
employment of the Participant other than by reason of death, such option
shall automatically be exercised for the full number of full Shares (not in
excess of the number of Shares covered by the option granted to him pursuant
to Section 4.01) purchasable from moneys in the Participant's Stock Option
Account unless the Participant withdraws from the Plan prior to such date or
such termination of employment, as the case may be. To the extent not
exercisable on such date, the option shall terminate. Approved leave of
absence or lay-off shall not be deemed a termination of employment for the
purposes of the Plan.
<PAGE>
Section 5.02. Any funds remaining in a Participant's Stock Option
Account after the exercise or termination of an option shall be refunded
promptly to the Participant.
ARTICLE 6. WITHDRAWAL FROM THE PLAN; DEATH
Section 6.01. A Participant may, at any time, by written notice to the
Company, withdraw from the Plan and cease making any further payroll
deductions. In such event, the Company shall refund, within 30 days, the
entire balance, if any, in the Participant's Stock Option Account. Once an
employee withdraws from the Plan, he shall not be eligible to re-enter the
Plan until the next Fiscal Year.
Section 6.02. Participation in the Plan shall cease upon the date of
death of a Participant. In the event of the death of a Participant, the
amount credited to the Participant's Stock Option Account shall be refunded
within 30 days to his estate; provided that if during his lifetime a
Participant has delivered to the Company a notice in writing, upon a form
furnished by the Company, to pay such amount in event of his death to a
specified person or persons such amount, in event of the Participant's death,
shall be refunded to such person or persons whose designation as aforesaid
has not been revoked by the Participant during his lifetime.
ARTICLE 7. TRANSFERABILITY
Section 7.01. Options granted hereunder may not be assigned,
transferred, pledged or hypothecated (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition or levy of attachment or similar process upon the option shall be
null and void and without effect. The option may be exercised only by the
Participant.
Section 7.02. The funds accumulated in the Stock Option Account may not
be assigned, transferred, pledged or hypothecated in any way, and any
attempted assignment, transfer, pledge, hypothecation or other disposition of
the funds accumulated in the Stock Option Account shall be null and void and
without effect.
ARTICLE 8. SHARE CERTIFICATES
Section 8.01. As soon as practicable after the exercise of an option,
the Company will cause to be delivered to the Participant a certificate
representing the Shares purchased upon such exercise.
Section 8.02. The Company shall not be required to issue or deliver any
certificate representing Shares purchased upon the exercise of options prior
to registration under the Securities Act of 1933, as amended, or registration
or qualification under any state law if such registration is required. The
Company will use its best efforts to accomplish such registration, if and to
the extent required, not later than a reasonable time following the exercise
of the option, and delivery of share certificates may be deferred until such
registration is accomplished.
Section 8.03. An employee shall have no interest in the Shares covered
by his option until a share certificate representing the same is issued.
Section 8.04. The share certificates representing Shares issued under
the Plan shall be registered in the name of the Participant or jointly with a
right of survivorship in the name of the Participant and another person, as
the Participant may direct.
ARTICLE 9. EFFECTIVE DATE AND AMENDMENT
OR TERMINATION OF PLAN
Section 9.01. The Plan shall become effective on May 1, 1987.
<PAGE>
Section 9.02. The Board of Directors of the Company may at any time
terminate or amend the Plan except that no amendment shall be made without
prior approval of the shareholders which would (i) authorize an increase in
the number of shares which may be purchased under the Plan, except as
provided in Section 11.01, (ii) permit the issuance of Shares before payment
therefore in full, (iii) increase the rate of payroll deductions above 10%
of Current Compensation or (iv) reduce the price per share at which the
Shares may be purchased.
Section 9.03. The Plan shall automatically terminate on December 31,
1998.
ARTICLE 10. STOCK PLAN COMMITTEE
Section 10.01. The Plan shall be administered by a Stock Plan Committee
consisting of three employees of the Company, appointed by the Board of
Directors of the Company. In administering the Plan, it will be necessary to
follow various laws and regulations. It may be necessary from time to time
to change or waive requirements of the Plan to conform with the law, to meet
special circumstances not anticipated or covered in the Plan, or to carry on
successful operations of the Plan. Therefore, the Company reserves the
right, exercisable by the Committee or by its Board of Directors, to make
variations in the provisions of the Plan for such purposes and to determine
any questions which may arise regarding interpretation and application of the
provisions of the Plan. The determination of the Committee or of the Board
of Directors as to the interpretation and operation of the Plan shall be
final and conclusive, provided that any such determination by the Committee
shall be subject to review by the Board of Directors.
ARTICLE 11. STOCK DIVIDEND OR RECLASSIFICATION
MERGER OR CONSOLIDATION
Section 11.01. 'If a record date for a stock dividend or for a
reclassification by way of split-up or reduction in the number of Shares
shall occur during an option period, appropriate adjustments in the number of
shares and option prices shall be made to give effect thereto on an equitable
basis. Similarly, on the payment of any stock dividend or reclassification by
way of split-up or reduction in the number of shares, the total number of
shares authorized by SECTION 12.01 to be sold under the Plan shall be
adjusted accordingly.
Section 11.02. If the Company is merged into or consolidated with one or
more corporations during an option period, appropriate adjustments shall be
made to give effect thereto on an equitable basis in terms of issuance of
shares consolidated corporation, as the case may be.
ARTICLE 12. SHARES TO BE SOLD
Section 12.01. The Shares to be issued and sold under the Plan may be
treasury shares or unissued shares, or the Company may purchase shares for
sale under the Plan. Except as provided in SECTION 11.01, the aggregate
number of Shares to be sold under the Plan shall not exceed 100,000 Shares.
ARTICLE 13. NOTICES; CONSTRUCTION
Section 13.01. Notices to the Stock Plan Committee shall be addressed as
follows:
Section 13.02. The Company intends that the Plan qualify as an "employee
stock purchase plan" under Section 423 of the Internal Revenue Code of 1986,
as amended, and, therefore, the Plan shall be construed in a manner
consistent therewith if so approved. All employees granted options under the
Plan shall have the same rights and privileges consistent with the terms of
the Plan.
<PAGE>
EXHIBIT 4.5
ZYCAD CORPORATION
1984 STOCK OPTION PLAN
1. PURPOSE OF PLAN.
This Plan shall be known as the "Zycad Corporation 1984 Stock Option
Plan" and is hereinafter referred to as the "Plan". The purpose of the Plan
is to aid in maintaining and developing personnel capable of assuring the
future success of the Company, to offer such personnel additional incentives
to put forth maximum efforts for the success of the business, and to afford
them an opportunity to acquire a proprietary interest in the Company through
stock options as provided herein. Options granted under this Plan may be
either incentive stock options ("Incentive Stock Options") within the meaning
of Section 422A of the Internal Revenue Code of 1986, as amended (the
"Code"), or options which do not qualify as Incentive Stock Options.
2. STOCK SUBJECT TO PLAN
Subject to the provisions of Section 13 hereof, the stock to be subject
to options under the Plan shall be the Company's authorized Common Stock, par
value $0.10 per share. Such shares may be either authorized but unissued
shares, or issued shares which have been reacquired by the Company. Subject
to the adjustment as provided in Section 13 hereof, the maximum number of
shares on which options may be exercised under this Plan shall be 3,000,000
shares. If an option under the Plan expires, or for any reason is terminated
or unexercised with respect to any shares, such shares shall again be
available for options thereafter granted during the term of the Plan.
3. ADMINISTRATION OF PLAN.
(a) The Plan shall be administered by a committee (the
"Committee") of three or more directors of the Company, none of whom shall be
officers or employees of the Company and all of whom shall be "disinterested
persons" with respect to the Plan within the meaning of Rule 16b-3(d)(3)
under the Securities Exchange Act of 1934 as in effect on the date this Plan
is adopted by the Board of Directors. The members of the Committee shall be
appointed by and serve at the pleasure of the Board of Directors.
(b) The Committee shall have plenary authority in its discretion,
but subject to the express provisions of this Plan, to determine: (i) the
purchase price of the Common Shares covered by each option, (ii) the
employees to whom and the time or times at which such options shall be
granted and the number of shares to be subject to each option, (iii) the form
of payment to be made upon the exercise of an SAR as provided in Section 9
hereof, either cash, common stock of the Company or a combination thereof,
(iv) the terms of exercise of each option, (v) to accelerate the time at
which all or any part of an option may be exercised, (vi) to amend or modify
the terms of any option with the consent of the optionee, (vii) to interpret
the Plan, (viii) to prescribe, amend and rescind rules and regulations
relating to the Plan, (ix) to determine the terms and provisions of each
option agreement under this Plan (which agreements need not be identical),
including the designation of those options intended to be Incentive Stock
options, and (x) to make all other determinations necessary or advisable for
the administration of the Plan, subject to the exclusive authority of the
Board of Directors under Section 14 herein to amend or terminate the Plan.
The Committee's determinations on the foregoing matters, unless otherwise
disapproved by the Board of Directors of the Company, shall be final and
conclusive; provided, however, that the Committee's determinations with
respect to the matters set forth in clauses (ii) and (iii) above shall be
final and conclusive without any right of disapproval by the Board of
Directors of the Company.
(c) The Committee shall select one of its members as its Chairman
and shall hold its meetings at such times and places as it may determine. A
majority of its members shall constitute a quorum. All determinations of the
Committee shall be made by not less than a majority of its members. Any
decision or determination reduced to writing and signed by all of the members
of the Committee shall be fully effective as if it had been made by a
majority vote at a meeting duly called and held. The granting of an option
pursuant to the Plan
<PAGE>
shall be effective only if A written agreement shall
have been duly executed and delivered by and on behalf of the Company and the
employee to whom such right is granted. The Committee may appoint a
Secretary and may make such rules and regulations for the conduct of its
business as it shall deem advisable.
4. ELIGIBILITY.
Options may only be granted under this Plan to any full or part-time
employee (which term as used herein includes, but is not limited to, officers
and directors who are also employees) of the Company and of its present and
future subsidiary corporations (herein called "subsidiaries"). In
determining the employees to whom options shall be granted and the number of
shares subject to each option, the Committee may take into account the nature
of services rendered by the respective employees, their present and potential
contributions to the success of the Company and such other factors as the
Committee in its discretion shall deem relevant. A person who has been
granted an option under this Plan may be granted an additional option or
options under the Plan if the Committee shall so determine; provided,
however, that (a) for Incentive Stock Options granted before January 1, 1987,
the aggregate fair market value (determined as of the time the option is
granted) of the Common Stock for which any employee may be granted such
Incentive Stock Options in any calendar year (under all Plans described in
subsection (b)(8) of Section 422A of the Code of his employer corporation and
its parent and subsidiary corporations) shall not exceed $100,000 plus any
unused limit carryover to such year, determined in the manner set forth in
Section 422A(c)(4) of the Code, and (b) for Incentive Stock Options granted
after December 31, 1986, the aggregate fair market value (determined at the
time the Incentive Stock Option is granted) of the stock with respect to
which all Incentive Stock Options are exercisable for the first time by an
employee during any calendar year (under all Plans described in Section
422A(b)(7) of the Code of his employer corporation and its parent and
subsidiary corporations) shall not exceed $100,000.
5. PRICE. The option price for all Incentive Stock Options granted
under the Plan shall be determined by the Committee but shall not be less
than 100% of the fair market value of the Common Stock at the date of
granting of such option. The option price for options granted under the Plan
which do not qualify as Incentive Stock Options shall also be determined by
the Committee but may be less than 100% of the fair market value of the
Common Stock. For purposes of the preceding sentence and for all other
valuation purposes under the Plan, the fair market value of the Common Stock
shall be as reasonably determined by the Committee, but shall not be less
than the average of the closing representative bid and asked prices of the
Common Stock as reported on the National Association of Securities Dealers
Automated Quotation System, if applicable, or, if the Common Stock is then
traded on a national securities exchange, the closing price of the stock on
such exchange on the date as of which fair market value is being determined.
If on the date of grant of any option granted under the Plan, the Common
Stock of the Company is not publicly traded, the Committee shall make a good
faith attempt to satisfy the option price requirement of this Section 5 and
in connection therewith shall take such action as it deems necessary or
advisable.
6. TERM. Each option and all rights and obligations thereunder shall,
subject to the provisions of Section 10, expire on the date determined by the
Committee and specified in the option agreement. The Committee shall be
under no duty to provide terms of like duration for options granted under the
Plan, but the term of an option may not extend more than ten (10) years from
the date of granting the option.
7. EXERCISE OF OPTION.
(a) The Committee shall have full and complete authority to
determine, subject to Section 10 herein, whether the option will be
exercisable in full at any time or from time to time during the term of the
option, or to provide for the exercise thereof in such installments, upon the
occurrence of such events and at such time during the term of the option as
the Committee may determine.
(b) No Incentive Stock Option granted before January 1, 1987,
shall be exercisable while there is outstanding (within the meaning of
subsection (c)(7) of Section 422A of the Code) any other Incentive Stock
Option which was previously granted to the optionee to purchase stock in the
Company or in a corporation which (at the time of the grant) was a parent or
subsidiary corporation of the Company, or a predecessor corporation of any of
such corporations.
<PAGE>
(c) The exercise of any option granted hereunder shall only be
effective at such time as counsel to the Company shall have determined that
the issuance and delivery of Common stock pursuant to such exercise will not
violate any state or federal securities or other laws. An optionee desiring
to exercise an option may be required by the Company, as a condition of the
effectiveness of any exercise of an option granted hereunder, to agree in
writing that all Common Stock to be acquired pursuant to such exercise shall
be held for his or her own account without a view to any further distribution
thereof, that the certificates for such shares shall bear an appropriate
legend to that effect and that such shares will not be transferred or
disposed of except in compliance with applicable federal and state securities
laws. The Company may, in its sole discretion, defer the effectiveness of
any exercise of an option granted hereunder in order to allow the issuance of
Common Stock pursuant thereto to be made pursuant to registration or an
exemption from registration or other methods for compliance available under
federal or state securities laws. The Company shall be under no obligation
to effect the registration pursuant to the Securities Act of 1933 of any
Common Stock to be issued hereunder or to effect similar compliance under any
state laws. The Company shall inform the optionee in writing of its decision
to defer the effectiveness of the exercise of an option granted hereunder.
During the period that the effectiveness of the exercise of an option has
been deferred, the optionee may, by written notice, withdraw such exercise
and obtain the refund of any amount paid with respect thereto.
(d) An optionee electing to exercise an option shall give written
notice to the Company of such election and of the number of shares subject to
such exercise. The full purchase price of such shares shall be tendered with
such notice of exercise. Payment shall be made to the Company either in cash
(including check, bank draft or money order), or, at the discretion of the
Committee, (i) by delivering the Company's Common Stock already owned by the
Optionee having a fair market value equal to the full purchase price of the
shares, or (ii) a combination of cash and such shares; provided, however,
that an optionee shall not be entitled to tender shares of the Company's
Common Stock pursuant to successive, substantially simultaneous exercises of
options granted under this or any other stock option plan of the Company.
The fair market value of such shares shall be determined as provided in
Section 5 herein. Until such person has been issued a certificate or
certificates for the shares subject to such exercise, he shall possess no
rights as a stockholder with respect to such shares.
8. ADDITIONAL RESTRICTIONS
The Committee shall have full and complete authority to determine whether all
or any part of the Common Stock of the Company acquired upon exercise of any
of the options granted under the Plan shall be subject to restrictions on the
transferability thereof or any other restrictions affecting in any manner the
Optionee's rights with respect thereto.
9. ALTERNATIVE STOCK APPRECIATION RIGHTS.
(a) GRANT. At the time of grant of an option under the Plan (or
at any time thereafter as to options which are not Incentive Stock Options),
the Committee, in its discretion, may grant to the holder of such option an
alternative Stock Appreciation Right ("SAR") for all or any part of the
number of shares covered by the holder's option. Any such SAR may be
exercised as an alternative, but not in addition to, an option granted
hereunder, and any exercise of an SAR shall reduce an option by the same
number of shares as to which the SAR is exercised. An SAR granted to an
optionholder shall provide that such SAR, if exercised, must be exercised
within the time period specified therein. Such specified time period may be
less than (but may not be greater than) the time period during which the
corresponding option may be exercised. An SAR may be exercised only when the
corresponding option is eligible to be exercised. The failure of the holder
of an SAR to exercise such SAR within the time period specified shall not
reduce his option rights. If an SAR is granted for a number of shares less
than the total number of shares covered by the corresponding option the
Committee may later (as to options which are not Incentive Stock Options)
grant to the optionholder an additional SAR covering additional shares,
provided, however, that the aggregate amount of all SARs held by any
optionholder shall at no time exceed the total number of shares covered by
his unexercised options.
(b) EXERCISE. The holder of any option which by its terms is
exercisable who also holds an SAR may, in lieu of exercising his option,
elect to exercise his SAR, subject, however, to the limitation on time of
exercise hereinafter set forth. Such SAR shall be exercised by the delivery
to the Company of a written notice
<PAGE>
which shall state that the optionee elects to exercise his SAR as to the
number of shares specified in the notice and which shall further state what
portion, if any, of the SAR exercise amount (hereinafter defined) the holder
thereof requests be paid to him in cash and what portion, if any, he requests
be paid to him in Common Stock of the Company. The Committee promptly shall
cause to be paid to such holder the SAR exercise amount either in cash, in
Common Stock of the Company, or any combination of cash and stock as the
Committee may determine. Such determination may be either in accordance with
the request made by the holder of the SAR or in the sole and absolute
discretion of the Committee. The SAR exercise amount is the excess of the
fair market value of one share of the Company's Common Stock on the date of
exercise over the per share option price for the option in respect of which
the SAR was granted multiplied by the number of shares as to which the SAR is
exercised. For the purposes hereof, the fair market value of the Company's
shares shall be determined as provided in Section 5 herein. An SAR may be
exercised only when the SAR exercise amount is positive.
(c) LIMITATION ON DATE OF EXERCISE. A SAR may not be exercised
for cash during the first six months after the date of grant of the SAR and
any related stock option, except that this limitation need not apply if death
or disability of the holder occurs prior to the expiration of the six-month
period. Any election to receive cash in full or partial settlement of a SAR,
and any exercise of a SAR for cash, shall be made only during the third
business day through the twelfth business day following the release for
publication of the Company's regular quarterly or annual summary statements
of sales and earnings; but this restriction shall not apply to any exercise
of a SAR for cash where the exercise date meets the following three tests:
(i) the date is automatic or fixed in advance under the terms of the Plan,
(ii) the date is at least six months after the date of grant of the SAR, and
(iii) the date is outside the control of the holder.
(d) OTHER PROVISIONS OF PLAN APPLICABLE. All provisions of this
Plan applicable to options granted hereunder shall apply with equal effect to
an SAR. No SAR shall be transferable otherwise than by will or the laws of
descent and distribution and a SAR may be exercised during the lifetime of
the holder thereof, only by such holder.
10. EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH.
(a) In the event that an optionee shall cease to be employed by
the Company or its subsidiaries, if any, for any reason other than his gross
and willful misconduct or his death or disability, such optionee shall have
the right to exercise the option at any time within three months after such
termination of employment to the extent of the full number of shares he was
entitled to purchase under the option on the date of termination, subject to
the condition that no option shall be exercisable after the expiration of the
term of the option.
(b) In the event that an optionee shall cease to be employed by
the Company or its subsidiaries, if any, by reason of his gross and willful
misconduct during the course of his employment, including but not limited to
wrongful appropriation of funds of his employer or the commission of a gross
misdemeanor or felony, the option shall be terminated as of the date of the
misconduct.
(c) If the optionee shall die while in the employ of the Company
or a subsidiary, if any, or within three months after termination of
employment for any reason other than gross and willful misconduct, or become
disabled (within the meaning of Code Section 105(d)(4)) while in the employ
of the Company or a subsidiary, if any, and such optionee shall not have
fully exercised the option, such option may be exercised at any time within
twelve months after his death or such disability by the personal
representatives, administrators, or if applicable guardian, of the optionee
or by any person or persons to whom the option is transferred by will or the
applicable laws of descent and distribution, to the extent of the full number
of shares he was entitled to purchase under the option on the date of death,
disability or termination of employment, if earlier, and subject to the
condition that no option shall be exercisable after the expiration of the
term of the option.
(d) Nothing in the Plan or in any agreement thereunder shall
confer on any employee any right to continue in the employ of the Company or
any of its subsidiaries or affect, in any way, the right of the Company or
any of its subsidiaries to terminate his employment at any time.
<PAGE>
11. 10% PERCENT SHAREHOLDER RULE
Notwithstanding any other provision in the Plan, if at the time an
option is otherwise to be granted pursuant to the Plan the optionee owns
directly or indirectly (within the meaning of Section 425(d) of the Code)
Common Stock of the Company possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or its
parent or subsidiary corporations, if any, (within the meaning of Section
422A(b)(6) of the Code) then any Incentive Stock Option to be granted to such
optionee pursuant to the Plan shall satisfy the requirements of Section
422A(c)(8) of the Code, and the option price shall be not less than 110% of
the fair market value of the COMMON Stock of the Company determined as
described herein, and such option by its terms shall not be exercisable after
the expiration of five (5) years from the date such option is granted.
12. NON-TRANSFERABILITY.
No option granted under the Plan shall be transferable by an optionee,
otherwise than by will or the laws of descent or distribution as provided in
Section 10(c) herein. During the lifetime of an optionee the option shall be
exercisable only by such optionee.
13. DILUTION OR OTHER ADJUSTMENTS.
If there shall be any change in the Common Stock through merger,
consolidation, reorganization, recapitalization, stock dividend (of whatever
amount), stock split or other change in the corporate structure, appropriate
adjustments in the Plan and outstanding options and SAR's shall be made by
the .Committee. In the event of any such changes, adjustments shall include,
where appropriate, changes in the aggregate number of shares subject to the
Plan, the number of shares and the price per share subject to outstanding
options and the amount payable upon exercise of outstanding SAR's, in order
to prevent dilution or enlargement of option or SAR rights.
14. AMENDMENT OR DISCONTINUANCE OF PLAN.
The Board of Directors may amend or discontinue the Plan at any time.
Subject to the provisions of Section 14 no amendment of the Plan, however,
shall without shareholder approval: (i) increase the maximum number of shares
under the Plan as provided in Section 2 herein, (ii) decrease the minimum
option price provided in Section 5 herein, (iii) extend the maximum option
term under Section 6, or (iv) materially modify the eligibility requirements
for participation in the Plan. The Board of Directors shall not alter or
impair any option theretofore granted under the Plan without the consent of
the holder of the option.
15. TIME OF GRANTING.
Nothing contained in the Plan or in any resolution adopted or to be
adopted by the Board of Directors or by the Stockholders of the Company, and
no action taken by the Committee or the Board of Directors (other than the
execution and delivery of an option), shall constitute the granting of an
option hereunder.
16. EFFECTIVE DATE AND TERMINATION OF PLAN.
(a) The Plan was approved by the Board of Directors on March 5,
1984, and shall be approved by the stockholders of the Company within twelve
(12) months thereof.
(b) Unless the Plan shall have been discontinued as provided in
section 14 hereof, the Plan shall terminate March 4, 1994. No option may be
granted after such termination, but termination of the Plan shall not,
without the consent of the optionee, alter or impair any rights or
obligations under any option theretofore granted.
<PAGE>
EXHIBIT 5.1
December 15, 1997
GateField Corporation
47100 Bayside Parkway
Fremont, California 94538
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about December 16, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933,of, and the related authorization for you to issue, up
to 3,000,000 shares of your Common Stock (the "Stock") pursuant to the
exercise of options or purchase rights granted or to be granted by you under
your 1993 Stock Option Plan (the "1993 Plan); and up to 750,000 shares of
your Stock pursuant to the exercise of options or purchase rights granted or
to be granted by you under your 1996 Stock Option Plan (the "1996 Plan); and
up to 200,000 shares of your Stock pursuant to the exercise of options or
purchase rights granted or to be granted by you under your 1995 Non-employee
Directors Stock Option Plan (the "1995 Plan); and up to 500,000 shares of
your Stock pursuant to your Employee Stock Purchase Plan (the "Employee Stock
Purchase Plan"), and up to 550,000 shares of your Stock pursuant to the
exercise of options or purchase rights granted or to be granted by you under
your 1984 Stock Option Plan (the "1984 Plan").
As your counsel, I have examined the proceedings taken by you in connection
with the adoption of the 1993 Plan, the 1996 Plan, the 1995 Plan, the
Employee Stock Purchase Plan, and the 1984 Plan and the granting of options
thereunder.
It is my opinion that shares of Stock to be issued and sold under the
Registration Statement and that are authorized for issuance pursuant to the
exercise of stock options granted or to be granted under the 1993 Plan, the
1996 Plan, the 1995 Plan, the Employee Stock Purchase Plan, and the 1984 Plan
if issued and sold under the Registration Statement in the manner referred to
in the relevant Prospectus associated with the Registration Statement, the
1993 Plan, the 1996 Plan, the 1995 Plan, the Employee Stock Purchase Plan,
and the 1984 Plan and accompanying stock options will be legally issued,
fully paid and non-assessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to me, if any, in the
Registration Statement and any amendments thereto.
Very truly yours,
Douglas E. Klint, Esq.
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of GateField Corporation (formerly Zycad Corporation) on Form S-8 of our
reports dated March 11, 1997 (April 14, 1997 as to the last paragraph of Note
5 and as to Note 11) (which report on the financial statements expresses an
unqualified opinion and includes an explanatory paragraph relating to an
uncertainty of the Company's ability to continue as a going concern),
appearing in and incorporated by reference in the Annual Report on Form 10-K
of Zycad Corporation for the year ended December 31, 1996.
DELOITTE & TOUCHE
San Jose, California
December 15, 1997
