<PAGE> 1
As filed with the Securities and Exchange Commission on September 4, 1998
Registration No. 333-_____
================================================================================
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALTERA CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 77-0016691
- ---------------------------------------------- ---------------------------------
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
</TABLE>
101 Innovation Drive
San Jose, California 95134
(Address of principal executive offices, including zip code)
------------
1996 Stock Option Plan
1987 Employee Stock Purchase Plan
1998 Director Stock Option Plan
1998 Stock Option Grant
(Full Title of the Plans)
------------
RODNEY SMITH
President and Chief Executive Officer
ALTERA CORPORATION
101 Innovation Drive
San Jose, California 95134
(Name and address of agent for service)
(408) 544-7000
(Telephone number, including area code, of agent for service)
----------
Copies to:
C. WENDELL BERGERE, ESQ. THOMAS C. DeFILIPPS, ESQ.
ALTERA CORPORATION WILSON SONSINI GOODRICH & ROSATI
101 Innovation Drive Professional Corporation
San Jose, California 95134 650 Page Mill Road
Palo Alto, California 94304-1050
================================================================================
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Amount to be Offering Price per Aggregate Offering Amount of
Title of Securities to be Registered Registered Share Price Registration Fee
- ------------------------------------ ------------ ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock issuable under:
1996 Stock Option Plan 1,200,000 shares $ 31.125 (1) $37,350,000 $11,318.18
1987 Employee Stock Purchase Plan 300,000 shares 26.4563(2) 7,936,875 2,405.11
1998 Director Stock Option Plan 170,000 shares 31.125 (1) 5,291,250 1,603.41
1998 Stock Option Grant 11,250 shares 31.125 (1) 350,156 106.11
---------
$15,432.81
</TABLE>
================================================================================
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of the average of the high
and low sales prices reported by The Nasdaq National Market on September
1, 1998.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of 85% of the average of the
high and low sales prices reported by The Nasdaq National Market on
September 1, 1998.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INFORMATION INCORPORATED BY REFERENCE.
The Registrant hereby incorporates by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1997, filed pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998, filed pursuant to Section 13(a) of the
Exchange Act.
3. The description of the Company's Common Stock which is contained in
the Registration Statement on Form 8-A filed on March 18, 1988, under Section 12
of the Exchange Act, including any amendment or report filed for the purpose of
updating any such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing such
documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation and By-laws require the
Registrant to indemnify officers and directors of the Registrant to the fullest
extent permitted by the Delaware General Corporation Law. Article EIGHTH of the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach of their
fiduciary duty as a director, to the extent allowed under Delaware General
Corporation Law. Article VII of the Registrant's By-Laws provides, among other
things, that (i) the Registrant is required to indemnify its directors and
officers and persons serving in such capacities in other business enterprises at
the Registrant's request, (ii) the Registrant is required to advance expenses,
as incurred, to its directors and officers in connection with defending a
proceeding, provided that such individual delivers an undertaking to the
Registrant that he or she will repay all amounts advanced in the event it is
ultimately determined that such individual is not entitled to be indemnified,
(iii) the rights conferred in the By-Laws are not exclusive and (iv) the
Registrant may not retroactively amend the By-Law provisions in a way that is
adverse to such directors and officers.
<PAGE> 3
The Registrant's policy is to enter into indemnification agreements with
each of its directors and officers that provide the maximum indemnity allowed to
directors and officers by Section 145 of the Delaware General Corporation Law
and the By-Laws, as well as certain additional procedural protections.
Section 145 of the Delaware General Corporation Law makes provisions for
the indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons, under certain circumstances, for
liabilities (including reimbursement of expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). The Registrant
intends to enter into indemnification agreements to such effect with its
officers and directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number
- -------
<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
10.1 1996 Stock Option Plan(1)
10.2 Form of Stock Option Agreement(2)
10.3 1987 Employee Stock Purchase Plan, and form of Subscription Agreement,
as amended May 10, 1995(3)
10.4 1998 Director Stock Option Plan(4)
10.5 Stock Option Agreements dated May 13, 1998 between the Registrant and
Paul Newhagen
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
</TABLE>
- ------------------------
(1) Incorporated by reference to Exhibit 10.45(a) filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
(2) Incorporated by reference to Exhibit 10.45(b) filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
(3) Incorporated by reference to Exhibit 10.4(b) filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
(4) Incorporated by reference to Appendix A filed with the Registrant's Proxy
Statement on Schedule 14A for the Registrant's 1998 Annual Meeting of
Stockholders.
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment
<PAGE> 4
to this registration statement 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.
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 of Part II of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 San Jose, State of California, on September 4, 1998.
ALTERA CORPORATION
By: /s/ NATHAN M. SARKISIAN
------------------------------------------
Nathan M. Sarkisian, Senior Vice President
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Rodney Smith and Nathan M. Sarkisian,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ RODNEY SMITH President and Chief Executive Officer September 4, 1998
- ---------------------------- (Principal Executive Officer), and
Rodney Smith Chairman of the Board of Directors
/s/ NATHAN M. SARKISIAN Senior Vice President and Chief September 4, 1998
- ---------------------------- Financial Officer (Principal Financial
Nathan M. Sarkisian and Accounting Officer)
/s/ CHARLES M. CLOUGH Director September 4, 1998
- ----------------------------
Charles M. Clough
/s/ MICHAEL A. ELLISON Director September 4, 1998
- ----------------------------
Michael A. Ellison
/s/ PAUL NEWHAGEN Director September 4, 1998
- ----------------------------
Paul Newhagen
/s/ ROBERT W. REED Director September 4, 1998
- ----------------------------
Robert W. Reed
/s/ WILLIAM E. TERRY Director September 4, 1998
- ----------------------------
William E. Terry
/s/ DEBORAH D. TRIANT Director September 4, 1998
- ----------------------------
Deborah D. Triant
</TABLE>
<PAGE> 6
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
Registration Statement on Form S-8
Altera Corporation
September 4, 1998
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
- -------
<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
10.1 1996 Stock Option Plan(1)
10.2 Form of Stock Option Agreement(2)
10.3 1987 Employee Stock Purchase Plan, and form of Subscription Agreement,
as amended May 10, 1995(3)
10.4 1998 Director Stock Option Plan(4)
10.5 Stock Option Agreements dated May 13, 1998 between the Registrant and
Paul Newhagen
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
</TABLE>
- ------------------------
(1) Incorporated by reference to Exhibit 10.45(a) filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
(2) Incorporated by reference to Exhibit 10.45(b) filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
(3) Incorporated by reference to Exhibit 10.4(b) filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
(4) Incorporated by reference to Appendix A filed with the Registrant's Proxy
Statement on Schedule 14A for the Registrant's 1998 Annual Meeting of
Stockholders.
<PAGE> 1
EXHIBIT 5.1
September 4, 1998
ALTERA CORPORATION
101 Innovation Drive
San Jose, CA 95134
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Altera Corporation, a Delaware corporation (the
"Company"), with the Securities and Exchange Commission on or about September
4, 1998 in connection with the registration under the Securities Act of 1933,
as amended, of 1,200,000 shares of Common Stock reserved for issuance under the
1996 Stock Option Plan (the "1996 Plan"), 300,000 shares of Common Stock
reserved for issuance under the 1987 Employee Stock Purchase Plan (the "ESPP"),
170,000 shares of Common Stock reserved for issuance under the 1998 Director
Stock Option Plan (the "Director Plan") and 11,250 shares of Common Stock
reserved for issuance under a stock option grant to Paul Newhagen on May 13,
1998 (the "Director Grant") (collectively the "Shares"). As your counsel, we
have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with said issuance, sale and payment
of consideration for the Shares to be issued under the 1996 Plan, the ESPP, the
Director Plan or the Director Grant, as the case may be.
It is our opinion that, upon completion of the proceedings being taken or
contemplated to be taken by the Company prior to the issuance and sale of the
Shares pursuant to the 1996 Plan, the ESPP, the Director Plan or the Director
Grant, as the case may be, and upon completion of the proceedings being taken by
the Company in order to permit such transactions to be carried out in accordance
with the securities laws of the various states where required, the Shares, when
issued and sold in the manner referred to in, and pursuant to the agreement
which accompanies each grant under the 1996 Plan, the ESPP, the Director Plan or
the Director Grant, as the case may be, will be legally and validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
By: /S/THOMAS C. DeFILIPPS
-----------------------------
Thomas C. DeFilipps, Member
<PAGE> 1
EXHIBIT 10.5
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Plan shall
have the same meanings in this Option Agreement.
1. NOTICE OF STOCK OPTION GRANT
PAUL NEWHAGEN
14412 KINGSLEY WAY
LOS ALTOS, CA 94022-2000
You have been granted an option to purchase Common Stock of the
Company, subject the terms and conditions of the Plan and this Option Agreement,
as follows:
Grant Number 884841
Date of Grant 05/13/98
Vesting Commencement Date 2/18/01
Exercise Price per Share $52.6250
Total Number of Shares Granted 1,250
Total Exercise Price $65,781.26
Type of Option NONSTATUTORY STOCK OPTION
Expiration Date 05/13/08
2. VESTING SCHEDULE. Shares in each period will become fully vested on the
date shown (see Vesting Rights Section I.3).
<TABLE>
<CAPTION>
Shares Vesting Type Start Vest Date Full Vest Date
<S> <C> <C> <C>
1,250 Monthly 2/18/01 5/31/01
</TABLE>
Agreed to subject to all of the terms and conditions of this Option
Agreement and of the 1998 Director Stock Option Plan, and conditioned upon due
and valid execution of this Option Agreement by the Optionee.
OPTIONEE: ALTERA CORPORATION
/S/ PAUL NEWHAGEN By: /S/ NATHAN SARKISIAN
- ------------------ --------------------
Title: Vice President
<PAGE> 2
3. Exercise of Option. This Option shall be exercisable during its term
in accordance with the provisions of Section 9 of the Plan as follows:
(i) Right to Exercise.
(a) Subject to subsections 3(i)(b), (c) and (d)
below, this Option shall be exercisable in installments cumulatively with
respect to 33.33% of the shares for each month beginning after the Optionee's
First Option is fully vested or, in the event that any previously granted
Subsequent Options are outstanding at the time this Option is granted, following
the complete vesting of any Subsequent Option previously granted.
(b) This Option may not be exercised for a fraction
of a share.
(c) In the event of Optionee's death, disability or
other termination of employment or consulting relationship, the exercisability
of the Option is governed by Sections 7, 8 and 9 below.
(d) In no event may this Option be exercised after
the date of expiration of the term of this Option as set forth in Section 11
below.
(ii) Method of Exercise. This Option shall be exercisable by
written notice which shall state the election to exercise the Option, the number
of Shares in respect of which the Option is being exercised, and such other
representations and agreements as to the holder's investment intent with respect
to such shares of Common Stock as may be required by the Company pursuant to the
provisions of the Plan. Such written notice shall be signed by the Optionee and
shall be delivered in person or by certified mail to the Secretary of the
Company. The written notice shall be accompanied by payment of the exercise
price. This Option shall be deemed exercised upon receipt by the Company of such
written notice accompanied by the exercise price.
No Shares will be issued pursuant to the exercise of an Option unless
such issuance and such exercise shall comply with all relevant provisions of law
and the requirements of any stock exchange upon which the Shares may then be
listed. Assuming such compliance, for income tax purposes the Shares shall be
considered transferred to the Optionee on the date on which the Option is
exercised with respect to such Shares.
4. Optionee's Representations. In the event the Shares purchasable
pursuant to the exercise of this Option have not been registered under the
Securities Act of 1933, as amended, at the time this Option is exercised,
Optionee shall, concurrently with the exercise of all or any portion of this
Option, deliver to the Company his Investment Representation Statement in the
form acceptable to the Company.
5. Method of Payment. Payment of the exercise price shall be by any of
the following, or a combination thereof, at the election of the Board:
(i) cash;
(ii) check; or
(iii) surrender of other shares of Common Stock of the Company
of a value equal to the exercise price of the Shares as to which the Option is
being exercised.
6. Restrictions on Exercise. This Option may not be exercised until
such time as the Plan has been approved by the shareholders of the Company, or
if the issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under
Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G") as
promulgated by the Federal Reserve
<PAGE> 3
Board. As a condition to the exercise of this Option, the Company may require
Optionee to make any representation and warranty to the Company as may be
required by any applicable law or regulation.
7. Termination of Status as a Director. In the event of the termination
of the Outside Director's Continuous Status as a Director, he/she may, but only
within thirty (30) days after the date of such termination (but in no event
later than the date of expiration of the term of this Option as set forth in
Section 11 below), exercise this Option to the extent that he was entitled to
exercise it at the date of such termination. To the extent that he/she was not
entitled to exercise this Option at the date of such termination, or if he/she
does not exercise this Option within the time specified herein, the Option shall
terminate.
8. Disability of Optionee. Notwithstanding the provisions of Section 7
above, in the event of termination of Optionee's Continuous Status as a Director
as a result of his total and permanent disability (as defined in Section
22(e)(3) of the Code), he/she may, but only within three (3) months from the
date of such termination (but in no event later than the date of expiration of
the term of this Option as set forth in Section 11 below), exercise his Option
to the extent he/she was entitled to exercise it at the date of such
termination. To the extent that he/she was not entitled to exercise the Option
at the date of termination, or if he/she does not exercise such Option (which
he/she was entitled to exercise) within the time specified herein, the Option
shall terminate.
9. Death of Optionee. In the event of the death of Optionee:
(i) during the term of this Option and while a Director of the
Company and having been in Continuous Status as a Director since the date of
grant of the Option, the Option may be exercised, at any time within six (6)
months following the date of death (but in no event later than the date of
expiration of the term of this Option as set forth in Section 11 below), by
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent of the right to exercise that
would have accrued had Optionee continued living and remained in Continuous
Status as a Director six (6) months after the date of death; or
(ii) within thirty (30) days after the termination of
Optionee's Continuous Status as a Director, the Option may be exercised, at any
time within six (6) months following the date of death (but in no event later
than the date of expiration of the term of this Option as set forth in Section
11 below), by Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent of the
right to exercise that had accrued at the date of termination.
10. Non-Transferability of Option. This Option may not be transferred
in any manner other than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by him. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
11. Term of Option. This Option may not be exercised more than ten (10)
years from the date of grant of this Option, and may be exercised during such
term only in accordance with the Plan and the terms of this Option.
12. Taxation Upon Exercise of Option. Optionee understands that, upon
exercise of this Option, he/she will recognize income for tax purposes in an
amount equal to the excess of the then fair market value of the shares over the
exercise price. The Company may require the Optionee to make a cash payment to
cover any applicable withholding tax liability as a condition of exercise of
this Option. Upon a resale of such shares by the Optionee, any difference
between the sale price and the fair market value of the shares on the date of
exercise of the Option will be treated as capital gain or loss.
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A DIRECTOR. OPTIONEE
<PAGE> 4
FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION, THE TRANSACTIONS CONTEMPLATED
HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS
OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A DIRECTOR FOR THE VESTING PERIOD,
FOR ANY PERIOD, OR AT ALL.
By your signature and the signature of the Company's representative on
page one of this Option Agreement, Optionee acknowledges receipt of a copy of
the Plan and certain information related thereto and represents that he/she is
familiar with the terms and provisions thereof, and hereby accepts this Option
subject to all of the terms and provisions thereof. Optionee has reviewed the
Plan and this Option in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Option and fully understands all
provisions of the Option. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board upon any
questions arising under the Plan.
<PAGE> 5
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Plan shall
have the same meanings in this Option Agreement.
1. NOTICE OF STOCK OPTION GRANT
PAUL NEWHAGEN
14412 KINGSLEY WAY
LOS ALTOS, CA 94022-2000
You have been granted an option to purchase Common Stock of the
Company, subject the terms and conditions of the Plan and this Option Agreement,
as follows:
Grant Number 884839
Date of Grant 05/13/98
Vesting Commencement Date 2/18/99
Exercise Price per Share $20.2500
Total Number of Shares Granted 5,000
Total Exercise Price $101,250.00
Type of Option NONSTATUTORY STOCK OPTION
Expiration Date 05/13/08
2. VESTING SCHEDULE. Shares in each period will become fully vested on the
date shown (see Vesting Rights Section I.3).
<TABLE>
<CAPTION>
Shares Vesting Type Start Vest Date Full Vest Date
<S> <C> <C> <C>
5,000 Monthly 2/18/99 2/18/00
</TABLE>
Agreed to subject to all of the terms and conditions of this Option
Agreement and of the 1998 Director Stock Option Plan, and conditioned upon due
and valid execution of this Option Agreement by the Optionee.
OPTIONEE: ALTERA CORPORATION
/S/ PAUL NEWHAGEN By: /S/ NATHAN SARKISIAN
- ------------------ --------------------
Title: Vice President
<PAGE> 6
3. Exercise of Option. This Option shall be exercisable during its term
in accordance with the provisions of Section 9 of the Plan as follows:
(i) Right to Exercise.
(a) Subject to subsections 3(i)(b), (c) and (d)
below, this Option shall be exercisable in installments cumulatively with
respect to 8.34% of the shares for each month beginning after the Optionee's
First Option is fully vested or, in the event that any previously granted
Subsequent Options are outstanding at the time this Option is granted, following
the complete vesting of any Subsequent Option previously granted.
(b) This Option may not be exercised for a fraction
of a share.
(c) In the event of Optionee's death, disability or
other termination of employment or consulting relationship, the exercisability
of the Option is governed by Sections 7, 8 and 9 below.
(d) In no event may this Option be exercised after
the date of expiration of the term of this Option as set forth in Section 11
below.
(ii) Method of Exercise. This Option shall be exercisable by
written notice which shall state the election to exercise the Option, the number
of Shares in respect of which the Option is being exercised, and such other
representations and agreements as to the holder's investment intent with respect
to such shares of Common Stock as may be required by the Company pursuant to the
provisions of the Plan. Such written notice shall be signed by the Optionee and
shall be delivered in person or by certified mail to the Secretary of the
Company. The written notice shall be accompanied by payment of the exercise
price. This Option shall be deemed exercised upon receipt by the Company of such
written notice accompanied by the exercise price.
No Shares will be issued pursuant to the exercise of an Option unless
such issuance and such exercise shall comply with all relevant provisions of law
and the requirements of any stock exchange upon which the Shares may then be
listed. Assuming such compliance, for income tax purposes the Shares shall be
considered transferred to the Optionee on the date on which the Option is
exercised with respect to such Shares.
4. Optionee's Representations. In the event the Shares purchasable
pursuant to the exercise of this Option have not been registered under the
Securities Act of 1933, as amended, at the time this Option is exercised,
Optionee shall, concurrently with the exercise of all or any portion of this
Option, deliver to the Company his Investment Representation Statement in the
form acceptable to the Company.
5. Method of Payment. Payment of the exercise price shall be by any of
the following, or a combination thereof, at the election of the Board:
(i) cash;
(ii) check; or
(iii) surrender of other shares of Common Stock of the Company
of a value equal to the exercise price of the Shares as to which the Option is
being exercised.
6. Restrictions on Exercise. This Option may not be exercised until
such time as the Plan has been approved by the shareholders of the Company, or
if the issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under
Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G") as
promulgated by the Federal Reserve
<PAGE> 7
Board. As a condition to the exercise of this Option, the Company may require
Optionee to make any representation and warranty to the Company as may be
required by any applicable law or regulation.
7. Termination of Status as a Director. In the event of the termination
of the Outside Director's Continuous Status as a Director, he/she may, but only
within thirty (30) days after the date of such termination (but in no event
later than the date of expiration of the term of this Option as set forth in
Section 11 below), exercise this Option to the extent that he was entitled to
exercise it at the date of such termination. To the extent that he/she was not
entitled to exercise this Option at the date of such termination, or if he/she
does not exercise this Option within the time specified herein, the Option shall
terminate.
8. Disability of Optionee. Notwithstanding the provisions of Section 7
above, in the event of termination of Optionee's Continuous Status as a Director
as a result of his total and permanent disability (as defined in Section
22(e)(3) of the Code), he/she may, but only within three (3) months from the
date of such termination (but in no event later than the date of expiration of
the term of this Option as set forth in Section 11 below), exercise his Option
to the extent he/she was entitled to exercise it at the date of such
termination. To the extent that he/she was not entitled to exercise the Option
at the date of termination, or if he/she does not exercise such Option (which
he/she was entitled to exercise) within the time specified herein, the Option
shall terminate.
9. Death of Optionee. In the event of the death of Optionee:
(i) during the term of this Option and while a Director of the
Company and having been in Continuous Status as a Director since the date of
grant of the Option, the Option may be exercised, at any time within six (6)
months following the date of death (but in no event later than the date of
expiration of the term of this Option as set forth in Section 11 below), by
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent of the right to exercise that
would have accrued had Optionee continued living and remained in Continuous
Status as a Director six (6) months after the date of death; or
(ii) within thirty (30) days after the termination of
Optionee's Continuous Status as a Director, the Option may be exercised, at any
time within six (6) months following the date of death (but in no event later
than the date of expiration of the term of this Option as set forth in Section
11 below), by Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent of the
right to exercise that had accrued at the date of termination.
10. Non-Transferability of Option. This Option may not be transferred
in any manner other than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by him. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
11. Term of Option. This Option may not be exercised more than ten (10)
years from the date of grant of this Option, and may be exercised during such
term only in accordance with the Plan and the terms of this Option.
12. Taxation Upon Exercise of Option. Optionee understands that, upon
exercise of this Option, he/she will recognize income for tax purposes in an
amount equal to the excess of the then fair market value of the shares over the
exercise price. The Company may require the Optionee to make a cash payment to
cover any applicable withholding tax liability as a condition of exercise of
this Option. Upon a resale of such shares by the Optionee, any difference
between the sale price and the fair market value of the shares on the date of
exercise of the Option will be treated as capital gain or loss.
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A DIRECTOR. OPTIONEE
<PAGE> 8
FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION, THE TRANSACTIONS CONTEMPLATED
HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS
OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A DIRECTOR FOR THE VESTING PERIOD,
FOR ANY PERIOD, OR AT ALL.
By your signature and the signature of the Company's representative on
page one of this Option Agreement, Optionee acknowledges receipt of a copy of
the Plan and certain information related thereto and represents that he/she is
familiar with the terms and provisions thereof, and hereby accepts this Option
subject to all of the terms and provisions thereof. Optionee has reviewed the
Plan and this Option in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Option and fully understands all
provisions of the Option. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board upon any
questions arising under the Plan.
<PAGE> 9
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Plan shall
have the same meanings in this Option Agreement.
1. NOTICE OF STOCK OPTION GRANT
PAUL NEWHAGEN
14412 KINGSLEY WAY
LOS ALTOS, CA 94022-2000
You have been granted an option to purchase Common Stock of the
Company, subject the terms and conditions of the Plan and this Option Agreement,
as follows:
Grant Number 884840
Date of Grant 05/13/98
Vesting Commencement Date 2/18/00
Exercise Price per Share $24.6875
Total Number of Shares Granted 5,000
Total Exercise Price $123,437.50
Type of Option NONSTATUTORY STOCK OPTION
Expiration Date 05/13/08
2. VESTING SCHEDULE. Shares in each period will become fully vested on the
date shown (see Vesting Rights Section I.3).
<TABLE>
<CAPTION>
Shares Vesting Type Start Vest Date Full Vest Date
<S> <C> <C> <C>
5,000 Monthly 2/18/00 5/18/00
</TABLE>
Agreed to subject to all of the terms and conditions of this Option
Agreement and of the 1998 Director Stock Option Plan, and conditioned upon due
and valid execution of this Option Agreement by the Optionee.
OPTIONEE: ALTERA CORPORATION
/S/ PAUL NEWHAGEN By: /S/ NATHAN SARKISIAN
- ------------------ --------------------
Title: Vice President
<PAGE> 10
3. Exercise of Option. This Option shall be exercisable during its term
in accordance with the provisions of Section 9 of the Plan as follows:
(i) Right to Exercise.
(a) Subject to subsections 3(i)(b), (c) and (d)
below, this Option shall be exercisable in installments cumulatively with
respect to 8.34% of the shares for each month beginning after the Optionee's
First Option is fully vested or, in the event that any previously granted
Subsequent Options are outstanding at the time this Option is granted, following
the complete vesting of any Subsequent Option previously granted.
(b) This Option may not be exercised for a fraction
of a share.
(c) In the event of Optionee's death, disability or
other termination of employment or consulting relationship, the exercisability
of the Option is governed by Sections 7, 8 and 9 below.
(d) In no event may this Option be exercised after
the date of expiration of the term of this Option as set forth in Section 11
below.
(ii) Method of Exercise. This Option shall be exercisable by
written notice which shall state the election to exercise the Option, the number
of Shares in respect of which the Option is being exercised, and such other
representations and agreements as to the holder's investment intent with respect
to such shares of Common Stock as may be required by the Company pursuant to the
provisions of the Plan. Such written notice shall be signed by the Optionee and
shall be delivered in person or by certified mail to the Secretary of the
Company. The written notice shall be accompanied by payment of the exercise
price. This Option shall be deemed exercised upon receipt by the Company of such
written notice accompanied by the exercise price.
No Shares will be issued pursuant to the exercise of an Option unless
such issuance and such exercise shall comply with all relevant provisions of law
and the requirements of any stock exchange upon which the Shares may then be
listed. Assuming such compliance, for income tax purposes the Shares shall be
considered transferred to the Optionee on the date on which the Option is
exercised with respect to such Shares.
4. Optionee's Representations. In the event the Shares purchasable
pursuant to the exercise of this Option have not been registered under the
Securities Act of 1933, as amended, at the time this Option is exercised,
Optionee shall, concurrently with the exercise of all or any portion of this
Option, deliver to the Company his Investment Representation Statement in the
form acceptable to the Company.
5. Method of Payment. Payment of the exercise price shall be by any of
the following, or a combination thereof, at the election of the Board:
(i) cash;
(ii) check; or
(iii) surrender of other shares of Common Stock of the Company
of a value equal to the exercise price of the Shares as to which the Option is
being exercised.
6. Restrictions on Exercise. This Option may not be exercised until
such time as the Plan has been approved by the shareholders of the Company, or
if the issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under
Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G") as
promulgated by the Federal Reserve
<PAGE> 11
Board. As a condition to the exercise of this Option, the Company may require
Optionee to make any representation and warranty to the Company as may be
required by any applicable law or regulation.
7. Termination of Status as a Director. In the event of the termination
of the Outside Director's Continuous Status as a Director, he/she may, but only
within thirty (30) days after the date of such termination (but in no event
later than the date of expiration of the term of this Option as set forth in
Section 11 below), exercise this Option to the extent that he was entitled to
exercise it at the date of such termination. To the extent that he/she was not
entitled to exercise this Option at the date of such termination, or if he/she
does not exercise this Option within the time specified herein, the Option shall
terminate.
8. Disability of Optionee. Notwithstanding the provisions of Section 7
above, in the event of termination of Optionee's Continuous Status as a Director
as a result of his total and permanent disability (as defined in Section
22(e)(3) of the Code), he/she may, but only within three (3) months from the
date of such termination (but in no event later than the date of expiration of
the term of this Option as set forth in Section 11 below), exercise his Option
to the extent he/she was entitled to exercise it at the date of such
termination. To the extent that he/she was not entitled to exercise the Option
at the date of termination, or if he/she does not exercise such Option (which
he/she was entitled to exercise) within the time specified herein, the Option
shall terminate.
9. Death of Optionee. In the event of the death of Optionee:
(i) during the term of this Option and while a Director of the
Company and having been in Continuous Status as a Director since the date of
grant of the Option, the Option may be exercised, at any time within six (6)
months following the date of death (but in no event later than the date of
expiration of the term of this Option as set forth in Section 11 below), by
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent of the right to exercise that
would have accrued had Optionee continued living and remained in Continuous
Status as a Director six (6) months after the date of death; or
(ii) within thirty (30) days after the termination of
Optionee's Continuous Status as a Director, the Option may be exercised, at any
time within six (6) months following the date of death (but in no event later
than the date of expiration of the term of this Option as set forth in Section
11 below), by Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent of the
right to exercise that had accrued at the date of termination.
10. Non-Transferability of Option. This Option may not be transferred
in any manner other than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by him. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
11. Term of Option. This Option may not be exercised more than ten (10)
years from the date of grant of this Option, and may be exercised during such
term only in accordance with the Plan and the terms of this Option.
12. Taxation Upon Exercise of Option. Optionee understands that, upon
exercise of this Option, he/she will recognize income for tax purposes in an
amount equal to the excess of the then fair market value of the shares over the
exercise price. The Company may require the Optionee to make a cash payment to
cover any applicable withholding tax liability as a condition of exercise of
this Option. Upon a resale of such shares by the Optionee, any difference
between the sale price and the fair market value of the shares on the date of
exercise of the Option will be treated as capital gain or loss.
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A DIRECTOR. OPTIONEE
<PAGE> 12
FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION, THE TRANSACTIONS CONTEMPLATED
HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS
OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A DIRECTOR FOR THE VESTING PERIOD,
FOR ANY PERIOD, OR AT ALL.
By your signature and the signature of the Company's representative on
page one of this Option Agreement, Optionee acknowledges receipt of a copy of
the Plan and certain information related thereto and represents that he/she is
familiar with the terms and provisions thereof, and hereby accepts this Option
subject to all of the terms and provisions thereof. Optionee has reviewed the
Plan and this Option in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Option and fully understands all
provisions of the Option. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board upon any
questions arising under the Plan.
<PAGE> 1
EXHIBIT 23. 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 20, 1998, which appears on
page 32 of the 1997 Annual Report to Stockholders of Altera Corporation, which
is incorporated by reference in Altera Corporation's Annual Report on Form 10-K
for the year ended December 31, 1997.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
San Jose, California
August 31, 1998
