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EXHIBIT 10.56(a)
ALTERA CORPORATION
2000 NON-QUALIFIED STOCK OPTION PLAN NO. 1
1. Purposes of the Plan. The purposes of this Non-Qualified Stock Option
Plan are to attract and retain the best available personnel, to provide
additional incentive to Employees and to promote the success of the Company's
business.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Administrator" means the Board or any of the Committees
appointed to administer the Plan.
(b) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange
Act.
(c) "Applicable Laws" means the legal requirements relating to
the administration of stock incentive plans, if any, under applicable provisions
of federal securities laws, state corporate and securities laws, the Code, the
rules of any applicable stock exchange or national market system, and the rules
of any foreign jurisdiction applicable to Options granted to residents therein.
(d) "Approved Leave of Absence" means any leave at the end of
which an Employee is guaranteed by law or contract that such Employee will be
reinstated to the same or a similar position, military leave, or any other
personal leave that has been authorized by the Administrator.
(e) "Board" means the Board of Directors of the Company.
(f) "Code" means the Internal Revenue Code of 1986, as amended.
(g) "Committee" means any committee appointed by the Board to
administer the Plan.
(h) "Common Stock" means the common stock of the Company.
(i) "Company" means Altera Corporation, a Delaware corporation.
(j) "Continuous Service" means that the provision of services to
the Company or a Related Entity in any capacity of Employee is not interrupted
or terminated. Continuous Service shall not be considered interrupted in the
case of (i) any Approved Leave of Absence, (ii) transfers among the Company, any
Related Entity, or any successor, in any capacity of Employee, or (iii) any
change in status as long as the individual remains an Employee of the Company or
a Related Entity (except as otherwise provided in the Option Agreement).
(k) "Corporate Transaction" means any of the following
transactions:
(i) a merger or consolidation in which the Company is
not the surviving entity, except for a transaction the principal purpose
of which is to change the state in which the Company is incorporated;
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company (including the capital
stock of the Company's subsidiary corporations); or
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(iii) any reverse merger in which the Company is the
surviving entity but in which securities possessing more than fifty
percent (50%) of the total combined voting power of the Company's
outstanding securities are transferred to a person or persons different
from those who held such securities immediately prior to such merger.
(l) "Director" means a member of the Board or the board of
directors of any Related Entity.
(m) "Disability" means a Grantee would qualify for benefit
payments under the long-term disability insurance policy of the Company or the
Related Entity to which the Grantee provides services regardless of whether the
Grantee is covered by such policy. If the Company or the Related Entity to which
the Grantee provides service does not have a long-term disability insurance
policy in place, "Disability" means that a Grantee is permanently unable to
carry out the responsibilities and functions of the position held by the Grantee
by reason of any medically determinable physical or mental impairment. A Grantee
will not be considered to have incurred a Disability unless he or she furnishes
proof of such impairment sufficient to satisfy the Administrator in its
discretion.
(n) "Employee" means any person, including an Officer or
Director, who is an employee of the Company or any Related Entity. Neither
service as a Director nor the payment of a director's fee by the Company or a
Related Entity shall be sufficient to constitute "employment" by the Company.
(o) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(p) "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:
(i) Where there exists a public market for the Common
Stock, the Fair Market Value shall be (A) the closing price for a Share
for the last market trading day prior to the time of the determination
(or, if no closing price was reported on that date, on the last trading
date on which a closing price was reported) on the stock exchange
determined by the Administrator to be the primary market for the Common
Stock or the Nasdaq National Market, whichever is applicable or (B) if
the Common Stock is not traded on any such exchange or national market
system, the average of the high bid and low asked prices of a Share on
the Nasdaq Small Cap Market for the day prior to the time of the
determination (or, if no such prices were reported on that date, on the
last date on which such prices were reported), in each case, as reported
in The Wall Street Journal or such other source as the Administrator
deems reliable; or
(ii) In the absence of an established market for the
Common Stock of the type described in (i), above, the Fair Market Value
thereof shall be determined by the Administrator in good faith.
(q) "Grantee" means an Employee who receives an Option pursuant
to an Option Agreement under the Plan.
(r) "Officer" means a person who is an officer of the Company or
a Related Entity within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.
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(s) "Option" means an option to purchase Shares pursuant to an
Option Agreement granted under the Plan not intended to qualify as an incentive
stock option within the meaning of Section 422 of the Code.
(t) "Option Agreement" means the written agreement evidencing
the grant of an Option executed by the Company and the Grantee, including any
amendments thereto.
(u) "Parent" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.
(v) "Plan" means this 2000 Non-Qualified Stock Option Plan No.
1.
(w) "Related Entity" means any Parent, Subsidiary and any
business, corporation, partnership, limited liability company or other entity in
which the Company, a Parent or a Subsidiary holds a substantial ownership
interest, directly or indirectly.
(x) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange
Act or any successor thereto.
(y) "Share" means a share of the Common Stock.
(z) "Subsidiary" means a "subsidiary corporation," whether now
or hereafter existing, as defined in Section 424(f) of the Code.
3. Stock Subject to the Plan.
(a) Subject to the provisions of Section 10 below, the maximum
aggregate number of Shares that may be issued pursuant to all Options is 153,945
Shares. The Shares to be issued pursuant to Options may be authorized, but
unissued, or reacquired Common Stock.
(b) Any Shares covered by an Option (or portion of an Option)
which is forfeited or canceled, expires or is settled in cash, shall be deemed
to have been issued for purposes of determining the maximum aggregate number of
Shares which may be issued under the Plan. Shares that actually have been issued
under the Plan pursuant to an Option shall not be returned to the Plan and shall
not become available for future issuance under the Plan.
4. Administration of the Plan.
(a) Plan Administrator.
(i) Administration with Respect to Directors and
Officers. With respect to grants of Options to Employees who are also
Officers or Directors of the Company, the Plan shall be administered by
(A) the Board or (B) a Committee designated by the Board, which
Committee shall be constituted in such a manner as to satisfy the
Applicable Laws and to permit such grants and related transactions under
the Plan to be exempt from Section 16(b) of the Exchange Act in
accordance with Rule 16b-3. Once appointed, such Committee shall
continue to serve in its designated capacity until otherwise directed by
the Board.
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(ii) Administration With Respect to Other Employees.
With respect to grants of Options to Employees who are neither Directors
nor Officers of the Company, the Plan shall be administered by (A) the
Board or (B) a Committee designated by the Board, which Committee shall
be constituted in such a manner as to satisfy the Applicable Laws. Once
appointed, such Committee shall continue to serve in its designated
capacity until otherwise directed by the Board. The Board may authorize
one or more Officers to grant such Options and may limit such authority
as the Board determines from time to time.
(iii) Administration Errors. If an Option is granted in
a manner inconsistent with the provisions of this subsection (a), such
Option shall be presumptively valid as of its grant date to the extent
permitted by the Applicable Laws.
(b) Powers of the Administrator. Subject to Applicable Laws and
the provisions of the Plan (including any other powers given to the
Administrator hereunder), and except as otherwise provided by the Board, the
Administrator shall have the authority, in its discretion:
(i) to select the Employees to whom Options may be
granted from time to time hereunder;
(ii) to determine whether and to what extent Options are
granted hereunder;
(iii) to determine the number of Shares or the amount of
other consideration to be covered by each Option granted hereunder;
(iv) to approve forms of Option Agreements for use under
the Plan;
(v) to determine the terms and conditions of any Option
granted hereunder;
(vi) to amend the terms of any outstanding Option
granted under the Plan, provided that any amendment that would adversely
affect the Grantee's rights under an outstanding Option shall not be
made without the Grantee's written consent;
(vii) to construe and interpret the terms of the Plan
and Options granted pursuant to the Plan, including without limitation,
any notice of Option or Option Agreement, granted pursuant to the Plan;
(viii) to establish additional terms, conditions, rules
or procedures to accommodate the rules or laws of applicable foreign
jurisdictions and to afford Grantees favorable treatment under such
laws; provided, however, that no Option shall be granted under any such
additional terms, conditions, rules or procedures with terms or
conditions which are inconsistent with the provisions of the Plan; and
(ix) to take such other action, not inconsistent with
the terms of the Plan, as the Administrator deems appropriate.
5. Eligibility. Options may be granted to Employees.
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6. Terms and Conditions of Options.
(a) Conditions of Option. Subject to the terms of the Plan, the
Administrator shall determine the provisions, terms, and conditions of each
Option including, but not limited to, the Option vesting schedule, repurchase
provisions, rights of first refusal, forfeiture provisions, form of payment
(cash, Shares, or other consideration) upon settlement of the Option, payment
contingencies, and satisfaction of any performance criteria. The performance
criteria established by the Administrator may be based on any one of, or
combination of, increase in share price, earnings per share, total stockholder
return, return on equity, return on assets, return on investment, net operating
income, cash flow, revenue, economic value added, personal management
objectives, or other measure of performance selected by the Administrator.
Partial achievement of the specified criteria may result in a payment or vesting
corresponding to the degree of achievement as specified in the Option Agreement.
(b) Acquisitions and Other Transactions. The Administrator may
issue Options under the Plan in settlement, assumption or substitution for,
outstanding Options or obligations to grant future Options in connection with
the Company or a Related Entity acquiring another entity, an interest in another
entity or an additional interest in a Related Entity whether by merger, stock
purchase, asset purchase or other form of transaction.
(c) Deferral of Option Payment. The Administrator may establish
one or more programs under the Plan to permit selected Grantees the opportunity
to elect to defer receipt of consideration upon exercise of an Option,
satisfaction of performance criteria, or other event that absent the election
would entitle the Grantee to payment or receipt of Shares or other consideration
under an Option. The Administrator may establish the election procedures, the
timing of such elections, the mechanisms for payments of, and accrual of
interest or other earnings, if any, on amounts, Shares or other consideration so
deferred, and such other terms, conditions, rules and procedures that the
Administrator deems advisable for the administration of any such deferral
program.
(d) Separate Programs. The Administrator may establish one or
more separate programs under the Plan for the purpose of issuing particular
forms of Options to one or more classes of Grantees on such terms and conditions
as determined by the Administrator from time to time.
(e) Buyout Provisions. The Administrator may at any time offer
to buy out for a payment in cash or Shares, an Option previously granted based
on such terms and conditions as the Administrator shall establish and
communicate to the Grantee at the time that such offer is made.
(f) Early Exercise. The Option Agreement may, but need not,
include a provision whereby the Grantee may elect at any time while an Employee
to exercise any part or all of the Option prior to full vesting of the Option.
Any unvested Shares received pursuant to such exercise may be subject to a
repurchase right in favor of the Company or a Related Entity or to any other
restriction the Administrator determines to be appropriate.
(g) Term of Option. The term of each Option shall be the term
stated in the Option Agreement.
(h) Transferability of Options. Options may be transferred by
will and by the laws of descent and distribution or during the Grantee's
lifetime through a domestic relations order to the extent provided in the Option
Agreement or in the manner and to the extent determined by the Administrator.
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(i) Time of Granting Options. The date of grant of an Option
shall for all purposes be the date on which the Administrator makes the
determination to grant such Option, or such other date as is determined by the
Administrator. Notice of the grant determination shall be given to each Employee
to whom an Option is so granted within a reasonable time after the date of such
grant.
7. Option Exercise or Purchase Price, Consideration and Taxes.
(a) Exercise or Purchase Price. The exercise or purchase price,
if any, for an Option shall be the price determined by the Administrator.
(b) Consideration. Subject to Applicable Laws, the consideration
to be paid for the Shares to be issued upon exercise or purchase of an Option
including the method of payment, shall be determined by the Administrator. In
addition to any other types of consideration the Administrator may determine,
the Administrator is authorized to accept as consideration for Shares issued
under the Plan the following, provided that the portion of the consideration
equal to the par value of the Shares must be paid in cash or other legal
consideration permitted by the Delaware General Corporation Law:
(i) cash;
(ii) check;
(iii) surrender of Shares or delivery of a properly
executed form of attestation of ownership of Shares as the Administrator
may require (including withholding of Shares otherwise deliverable upon
exercise of the Option) which have a Fair Market Value on the date of
surrender or attestation equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised (but only to the
extent that such exercise of the Option would not result in an
accounting compensation charge with respect to the Shares used to pay
the exercise price unless otherwise determined by the Administrator);
(iv) payment through a broker-dealer sale and remittance
procedure pursuant to which the Grantee (A) shall provide written
instructions to a Company designated brokerage firm to effect the
immediate sale of some or all of the purchased Shares and remit to the
Company, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate exercise price payable for the
purchased Shares and (B) shall provide written directives to the Company
to deliver the certificates for the purchased Shares directly to such
brokerage firm in order to complete the sale transaction;
(v) a reduction in the amount of any Company liability
to the Grantee, including any liability attributable to the Grantee's
participation in any Company-sponsored deferred compensation program or
arrangement; or
(vi) any combination of the foregoing methods of
payment.
(c) Taxes. No Shares shall be delivered under the Plan to any
Grantee or other person until such Grantee or other person has made arrangements
acceptable to the Administrator for the satisfaction of any foreign, federal,
state, or local income and employment tax withholding obligations, including,
without limitation, obligations incident to the receipt of Shares. Upon exercise
of an Option, the Company shall withhold or collect from Grantee an amount
sufficient to satisfy such tax obligations.
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8. Exercise of Option.
(a) Procedure for Exercise; Rights as a Stockholder.
(i) Any Option granted hereunder shall be exercisable at
such times and under such conditions as determined by the Administrator
under the terms of the Plan and specified in the Option Agreement. No
Option may be exercised for a fraction of a Share.
(ii) An Option shall be deemed to be exercised when (1)
notice of such exercise has been given to the Company or its authorized
representative in accordance with the terms of the Option by the person
entitled to exercise the Option and (2)(a) full payment for the Shares
with respect to which the Option is exercised has been received by the
Company or (b) the Shares have been sold as a result of the use of the
broker-dealer sale and remittance procedure to pay the purchase price as
provided in Section 7(b)(iv). Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such
Shares, no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to Shares subject to an Option,
notwithstanding the exercise of an Option or other Option. The Company
shall issue (or cause to be issued) such stock certificate promptly upon
exercise of the Option. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the stock
certificate is issued, except as provided in the Option Agreement or
Section 10 below.
(b) Exercise of Option Following Termination of Continuous
Service.
(i) An Option may not be exercised after the termination
date of such Option set forth in the Option Agreement and may be
exercised following the termination of a Grantee's Continuous Service
only to the extent provided in the Option Agreement.
(ii) Where the Option Agreement permits a Grantee to
exercise an Option following the termination of the Grantee's Continuous
Service for a specified period, the Option shall terminate to the extent
not exercised on the last day of the specified period or the last day of
the original term of the Option, whichever occurs first.
9. Conditions Upon Issuance of Shares.
(a) Shares shall not be issued pursuant to the exercise of an
Option unless the exercise of such Option and the issuance and delivery of such
Shares pursuant thereto shall comply with all Applicable Laws, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.
(b) As a condition to the exercise of an Option, the Company may
require the person exercising such Option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by any
Applicable Laws.
10. Adjustments Upon Changes in Capitalization. Subject to any required
action by the stockholders of the Company, the number of Shares covered by each
outstanding Option, and the number of Shares which have been authorized for
issuance under the Plan but as to which no Options have yet been granted, the
exercise or purchase price of each such outstanding Option, as well as any other
terms
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that the Administrator determines require adjustment shall be proportionately
adjusted for (i) any increase or decrease in the number of issued Shares
resulting from a stock split, reverse stock split, stock dividend, combination
or reclassification of the Shares, or similar event affecting the Shares, (ii)
any other increase or decrease in the number of issued Shares effected without
receipt of consideration by the Company, or (iii) as the Administrator may
determine in its discretion, any other transaction with respect to Common Stock
to which Section 424(a) of the Code applies or any similar transaction;
provided, however that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Administrator and its determination shall
be final, binding and conclusive. Except as the Administrator determines, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason hereof shall be made with respect to, the number or price of Shares
subject to an Option.
11. Dissolution or Liquidation; Corporate Transaction.
(a) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Grantee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for Grantee to have
the right to exercise his or her Option prior to such transaction as to all of
the Shares covered thereby, including Shares as to which the Option would not
otherwise be exercisable. In addition, the Administrator may provide that any
Company repurchase option applicable to any Shares purchased upon exercise of an
Option shall lapse as to all such Shares, provided the proposed dissolution or
liquidation takes place at the time and in the manner contemplated. To the
extent it has not been previously exercised, an Option will terminate
immediately prior to the consummation of such proposed transaction.
(b) Corporate Transaction. In the event of a Corporate
Transaction, each Option which is at the time outstanding under the Plan shall
automatically become fully vested and exercisable and be released from any
restrictions on transfer and repurchase or forfeiture rights, immediately prior
to the specified effective date of such Corporate Transaction, for all of the
Shares at the time represented by such Option if the Option is not assumed by
the successor corporation or the Parent thereof in connection with the Corporate
Transaction. For the purposes of accelerating the vesting and the release of
restrictions applicable to Options pursuant to this subsection (but not for
purposes of termination of such Options), the Option shall be considered assumed
if, in connection with the Corporate Transaction, the option or right confers
the right to purchase or receive, for each Share subject to the Option
immediately prior to the Corporate Transaction, the consideration (whether
stock, cash, or other securities or property) received in the Corporate
Transaction by holders of Common Stock for each Share held on the effective date
of the transaction (and if holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the outstanding
Shares) under vesting and terms that give effect to the vesting and terms of the
Options surrendered; provided, however, that if such consideration received in
the Corporate Transaction was not solely common stock of the successor
corporation or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option, for each Share of Optioned Stock subject to the Option,
to be solely common stock of the successor corporation or its Parent equal in
fair market value to the per share consideration received by holders of Common
Stock in the Corporate Transaction. The determination of Option comparability
above shall be made by the Administrator and its determination shall be final,
binding and conclusive. Effective upon the consummation of the Corporate
Transaction, all outstanding Options under the Plan shall terminate. However,
all such Options shall not terminate if the Options are, in connection with the
Corporate Transaction, assumed by the successor corporation or Parent thereof.
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12. Effective Date and Term of Plan. The Plan shall become effective
upon the adoption by the Board of the Company. It shall continue in effect for a
term of ten (10) years unless sooner terminated. Subject to Applicable Laws,
Options may be granted under the Plan upon its becoming effective.
13. Amendment, Suspension or Termination of the Plan.
(a) The Board may at any time amend, suspend or terminate the
Plan. To the extent necessary to comply with Applicable Laws, the Company shall
obtain stockholder approval of any Plan amendment in such a manner and to such a
degree as required.
(b) No Option may be granted during any suspension of the Plan
or after termination of the Plan.
(c) Any amendment, suspension or termination of the Plan
(including termination of the Plan under Section 12 above) shall not affect
Options already granted, and such Options shall remain in full force and effect
as if the Plan had not been amended, suspended or terminated, unless mutually
agreed otherwise between the Grantee and the Administrator, which agreement must
be in writing and signed by the Grantee and the Company.
14. Reservation of Shares.
(a) The Company, during the term of the Plan, will at all times
reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan.
(b) The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained.
15. No Effect on Terms of Employment. The Plan shall not confer upon any
Grantee any right with respect to the Grantee's Continuous Service, nor shall it
interfere in any way with his or her right or the Company's right to terminate
the Grantee's Continuous Service at any time, for any reason.
16. No Effect on Retirement and Other Benefit Plans. Except as
specifically provided in a retirement or other benefit plan of the Company or a
Related Entity, Options shall not be deemed compensation for purposes of
computing benefits or contributions under any retirement plan of the Company or
a Related Entity, and shall not affect any benefits under any other benefit plan
of any kind or any benefit plan subsequently instituted under which the
availability or amount of benefits is related to level of compensation. The Plan
is not a "Retirement Plan" or "Welfare Plan" under the Employee Retirement
Income Security Act of 1974, as amended.
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