<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 29, 2000
REGISTRATION NO. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
ALTERA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0016691
(State or other (IRS Employer
jurisdiction of Identification Number)
incorporation or
organization)
101 INNOVATION DRIVE
SAN JOSE, CALIFORNIA 95134
(408) 544-7000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
RESTRICTED STOCK PURCHASE RIGHT
(Full title of the plan(s))
----------
RODNEY SMITH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ALTERA CORPORATION
101 INNOVATION DRIVE
SAN JOSE, CA 95134
(408) 544-7000
(Name, address, and 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, CA 95134 650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (1) PRICE FEE
- ------------------------------------------ ---------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value issuable under:
Restricted Stock Purchase Right 25,000 shares $ 0.001 $ 25.00 $ 1.00
- ------------------------------------------ ---------------- ----------- ------------ ------------
TOTAL 25,000 SHARES $ 0.001 $ 25.00 $ 1.00
=================================================================================================
</TABLE>
(1) Computed in accordance with Rule 457(h) promulgated under the Securities Act
of 1933, as amended. Such computation is based on the exercise price of $0.001
per share covering shares to be sold pursuant to the Restricted Stock Purchase
Right.
<PAGE> 2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference in this Registration
Statement the following documents:
1. The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1998, 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,
1999, June 30, 1999, and September 30, 1999, filed pursuant to Section 13(a) of
the Exchange Act.
3. The description of the Company's Common Stock as set forth in the
Registration Statement filed by the Company on Form 8-A on March 18, 1988
pursuant to Section 12 of the Exchange Act, including any amendment or report
filed with the Securities and Exchange Commission for the purpose of updating
such description.
4. All documents subsequently 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 hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be a part hereof from the date of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The Board of Directors of the Company has authorized the grant of a
restricted stock purchase right to a new Company employee. The shares subject to
such purchase right will be purchased on the terms set forth in the Restricted
Stock Purchase Agreement attached hereto as Exhibit 10.55.
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 damage for breach of their
fiduciary duty as a director, to the extent allowed under Delaware law. Article
VII of the Registrant's By-Laws provide, among other things, that (i) the
Registrant is required to
2
<PAGE> 3
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.
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 provides for the
indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify such individuals, 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 No. Description
----------- -----------
<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation
10.55 Form of Restricted Stock Purchase Agreement
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (See page 7)
</TABLE>
ITEM 9. UNDERTAKINGS
(a) Rule 415 offering. 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;
3
<PAGE> 4
(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. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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 (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) Filing incorporating subsequent Exchange Act documents by reference
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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities 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.
4
<PAGE> 5
(c) Request for acceleration of effective date or filing of registration
statement on Form S-8
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 foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
5
<PAGE> 6
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 San Jose, State of California, on February 29,
2000.
ALTERA CORPORATION
By: /s/ Nathan M. Sarkisian
-------------------------------------------
Nathan M. Sarkisian, Senior Vice President
and Chief Financial Officer
6
<PAGE> 7
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, and
each of them, as his attorney-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 said attorney-in-fact, or his
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 dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Rodney Smith President and Chief Executive Officer February 29, 2000
- ----------------------------- (Principal Executive Officer) and
Rodney Smith Chairman of the Board of Directors
/s/ Nathan M. Sarkisian Senior Vice President and Chief February 29, 2000
- ----------------------------- Financial Officer (Principal Financial
Nathan M. Sarkisian and Accounting Officer)
/s/ Charles M. Clough Director February 29, 2000
- -----------------------------
Charles M. Clough
/s/ Michael A. Ellison Director February 29, 2000
- -----------------------------
Michael A. Ellison
/s/ Paul Newhagen Director February 29, 2000
- -----------------------------
Paul Newhagen
/s/ Robert W. Reed Director February 29, 2000
- -----------------------------
Robert W. Reed
/s/ Deborah D. Rieman Director February 29, 2000
- -----------------------------
Deborah D. Rieman
/s/ William E. Terry Director February 29, 2000
- -----------------------------
William E. Terry
</TABLE>
7
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation
10.55 Form of Restricted Stock Purchase Agreement
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (See page 7)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
February 28, 2000
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 February 28, 2000 in connection with the registration under the Securities
Act of 1933, as amended, of 25,000 shares of Common Stock reserved for issuance
(the "Shares") under a stock purchase right granted to Michael Jacobs on January
11, 2000 (the "Grant"). 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.
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, 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 the Grant, 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
<PAGE> 1
EXHIBIT 10.55
ALTERA CORPORATION
RESTRICTED STOCK PURCHASE AGREEMENT
THIS RESTRICTED STOCK PURCHASE AGREEMENT (this "Agreement") is
entered into as of ____________, 2000, by and between Altera Corporation, a
Delaware corporation (the "Company"), and Michael Jacobs ("Recipient").
W I T N E S S E T H
WHEREAS, Recipient is a newly hired employee of the Company;
WHEREAS, the Company believes that Recipient will be a valuable
contributor to the Company and has determined that it would be in the interests
of the Company and its stockholders to sell the Shares (as defined below)
provided for in this Agreement to Recipient (i) as compensation for the
compensation and benefits that Recipient relinquished when Recipient left his
previous employer and joined the Company and (ii) as an incentive for continued
service with the Company and increased achievements in the future by Recipient;
and
WHEREAS, on January 11, 2000, the Compensation Committee of the
Board of Directors of the Company approved the issuance of the Shares (as
defined below) to Recipient for a consideration of $0.001 per share and this
Agreement memorializes such issuance;
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties to this Agreement hereby agree as follows:
A G R E E M E N T
1. Restricted Stock Purchase.
(a) Contemporaneously with the execution of this Agreement,
the Company will issue and sell to Recipient twenty-five thousand (25,000)
shares of Common Stock, $0.001 par value per share, of the Company (the "Stock")
for a consideration of $0.001 per share ("Purchase Price Per Share") for a total
purchase price of Twenty-Five Dollars ($25) (the "Total Purchase Price").
Payment for the Stock in the amount of the Total Purchase Price shall be made to
the Company upon execution of this Agreement. Such payment shall be made in the
form of a check. The Stock certificate(s) evidencing the Stock will be retained
by the Company, accompanied by (i) blank stock powers executed by Recipient and
Recipient's spouse, if any, and (ii) a consent of spouse (if any), for the
period during which the Stock constitutes Restricted Stock (as defined below)
pursuant to the terms of Sections 2 and 3 hereof.
(b) All shares of Stock issued hereunder shall be deemed
issued to Recipient as fully paid and nonassessable shares, and Recipient shall
have all rights of a stockholder with respect thereto, including the right to
vote, receive dividends (including stock dividends), participate in stock splits
or other recapitalizations, and exchange such shares in a merger, consolidation
or other reorganization. The term "Stock," in addition to the shares purchased
pursuant to this Agreement, also refers to all securities received in
replacement of the
1
<PAGE> 2
Stock, as a stock dividend or as a result of any stock split, recapitalization,
merger, reorganization, exchange or the like, and all new, substituted or
additional securities or other properties to which Recipient is entitled by
reason of Recipient's ownership of the Stock.
2. Restrictions.
(a) No Stock issued to the Recipient hereunder shall be
sold, transferred by gift, pledged, hypothecated, or otherwise transferred or
disposed of by the Recipient prior to the date when the Recipient shall become
vested in such Stock pursuant to Section 3 or 4 hereof, and such Stock shall
constitute "Restricted Stock" until such date. Any attempt to transfer Stock in
violation of this Section 2 shall be null and void and shall be disregarded by
the Company.
(b) In addition, Restricted Stock shall be subject to a
repurchase option in favor of the Company (the "Repurchase Option"). The
Repurchase Option shall be subject to the following terms and conditions:
(i) If Recipient voluntarily terminates his employment
with the Company ("Voluntary Termination") or if the Company terminates
Recipient's employment with Cause (as defined below) ("Termination with Cause"),
the Company shall, upon the date of such termination, have an irrevocable,
exclusive option for a period of ninety (90) days from such date to repurchase
any or all Restricted Stock from Recipient or any person receiving the
Restricted Stock by operation of law of other involuntary transfer, at the
original Purchase Price Per Share for the Restricted Stock. The Repurchase
Option may be assigned by the Company to any third person or entity.
(ii) Notwithstanding the foregoing, the Repurchase
Option shall lapse with respect to all of the unvested shares of Stock (as
described in Section 3 hereof) if the Company terminates Recipient's employment
without Cause. For purposes of this Agreement, "Cause" shall exist if, in the
reasonable judgment of the Chief Executive Officer of the Company, (i) the
Recipient commits fraud, theft, or embezzlement against the Company or any of
its subsidiaries; (ii) the Recipient commits a felony; (iii) the Recipient
compromises any trade secret or violates Recipient's confidentiality obligations
to the Company; (iv) the Recipient fails to devote his full business time and
effort to the performance of his duties to the Company; (v) the Recipient
engages in any grossly negligent act or willful misconduct in the scope of his
duties to the Company; or (vi) the Recipient receives a "needs improvement"
rating in an annual performance evaluation.
(iii) The Repurchase Option shall be exercised by
written notice by the Company or its assignee to Recipient or his executor and,
at the Company's or its assignee's option, by delivery to the Recipient or his
executor, with such notice, of (A) a check in the amount of the Purchase Price
Per Share for the Restricted Stock being repurchased, (B) in the event that
Recipient is indebted to the Company or its assignee, by cancellation by the
Company or its assignee of an amount of such indebtedness equal to the Purchase
Price Per Share for the Restricted Stock being repurchased, or (C) by a
combination of (A) and (B) so that the combined payment and cancellation of
indebtedness equals such Purchase Price Per Share. Upon delivery by the Company
or its assignee of such notice and payment of the Purchase Price Per Share, the
Company or its assignee shall become the legal and beneficial owner of the
Restricted Stock being repurchased and all rights and interest therein or
related thereto, and the
2
<PAGE> 3
Company shall have the right to transfer to its or its assignee's own name the
number of shares of Restricted Stock being repurchased by the Company or its
assignee, without further action by Recipient.
(c) For purposes of facilitating the enforcement of the
provisions of this Section 2, Recipient agrees that (i) the stock certificate(s)
evidencing the Stock will be retained by the Company to be held in escrow for so
long as such Stock remains Restricted Stock, (ii) Recipient shall promptly
deliver to the Secretary or Assistant Secretary of the Company, or their
designee, (A) an Assignment Separate from Certificate, in substantially the form
of that attached hereto as Exhibit A, executed in blank by Recipient and
Recipient's spouse (if any) with respect to each stock certificate evidencing
the Stock, and (B) if Recipient is married, a Consent of Spouse in substantially
the form of that attached hereto as Exhibit B, and (iii) the Company shall have
the authority to take all such actions and to effectuate all such transfers
and/or releases as may be necessary or appropriate to accomplish the objectives
of this Agreement in accordance with the terms hereof. Recipient hereby
acknowledges that the appointment of the Secretary or Assistant Secretary of the
Company (or their designee) as the escrow holder hereunder with the stated
authorities is a material inducement to the Company to make this Agreement and
that such appointment is coupled with an interest and is accordingly
irrevocable. Recipient agrees that such escrow holder shall not be liable to any
party hereto (or to any other party) for any actions or omissions unless such
escrow holder is grossly negligent relative thereto. The escrow holder may rely
upon any letter, notice or other document executed by any signature purported to
be genuine and may resign at any time.
3. Vesting. For purposes of this Agreement, the term "vest" shall
mean with respect to any share of the Stock that such share is no longer
Restricted Stock subject to the restrictions on transfer set forth in Section 2
and that such share is released from the Repurchase Option. If Recipient would
become vested in any fraction of a share of Stock on any date, such fractional
share shall not vest and shall remain Restricted Stock until the Recipient
becomes vested in the entire share. The shares of Stock subject to this
Agreement shall, subject to Section 2, vest with respect to one-fourth of the
Stock on each anniversary of Recipient's hire date of January 11, 2000, such
that all the shares of Stock shall vest on the fourth anniversary of such date.
4. Withholding of Taxes. Recipient shall provide the Company with
a copy of any timely election made pursuant to Section 83(b) of the Internal
Revenue Code or similar provision of state law (collectively, an "83(b)
Election"), a form of which election is attached hereto as Exhibit C. If
Recipient makes a timely 83(b) Election, Recipient shall immediately pay the
Company the amount necessary to satisfy any applicable federal, state, and local
income and employment tax withholding requirements. If Recipient does not make a
timely 83(b) Election, Recipient shall, either at the time that the restrictions
lapse under this Agreement or at the time withholding is otherwise required by
any applicable law, pay the Company the amount necessary to satisfy any
applicable federal, state, and local income and employment tax withholding
requirements. If, upon written request by the Company, Recipient fails to pay
the Company such amount in a timely manner, the Company shall have the right to
deduct such amount from any sum(s) due Recipient from Company and shall also
have the right to sell a sufficient number of shares of the Stock to satisfy
such tax obligation.
3
<PAGE> 4
5. Additional Securities. Any securities received as the result
of ownership of Restricted Stock (hereinafter called "Additional Securities"),
including, without limitation, warrants, options and securities received as a
stock dividend or stock split, or as a result of a recapitalization or
reorganization, shall be retained by the Company in the same manner and subject
to the same conditions as the Restricted Stock with respect to which they were
issued. Recipient shall be entitled to direct the Company to exercise any
warrant or option received as Additional Securities upon supplying the funds
necessary to do so, in which event the securities so purchased shall constitute
Additional Securities, but the Recipient may not direct the Company to sell any
such warrant or option. If Additional Securities consist of a convertible
security, Recipient may exercise any conversion right, and any securities so
acquired shall be deemed Additional Securities. Additional Securities shall be
subject to the provisions of Sections 2 and 3 above in the same manner as the
Restricted Stock.
6. Legends; Stop Transfer.
(a) All certificates for shares of the Stock shall bear
substantially the following legends:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE
TERMS OF THAT CERTAIN RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN
THE COMPANY AND THE NAMED STOCKHOLDER. THE SHARES REPRESENTED BY
THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH SUCH
AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
COMPANY.
(b) The certificates for shares of the Stock shall also bear
any other legends required by applicable state corporate or securities laws.
(c) In addition, the Company shall make a notation regarding
the restrictions on transfer of the Stock in its stockbooks, and shares of the
Stock shall be transferred on the books of the Company only if transferred or
sold pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act") covering such shares.
7. NO EFFECT ON TERMS OF EMPLOYMENT. THIS AGREEMENT SHALL NOT
CONFER UPON RECIPIENT ANY RIGHT WITH RESPECT TO CONTINUATION OF RECIPIENT'S
EMPLOYMENT WITH THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH THE RIGHT OF
RECIPIENT OR THE COMPANY TO TERMINATE RECIPIENT'S EMPLOYMENT WITH THE COMPANY AT
ANY TIME FOR ANY REASON WITH OR WITHOUT CAUSE OR CHANGE THE TERMS OF EMPLOYMENT
OF RECIPIENT.
8. California Law. This Agreement is to be construed in
accordance with and governed by the internal laws of the State of California as
permitted by Section 1646.5 of the California Civil Code (or any similar
successor provision) without giving effect to any choice of
4
<PAGE> 5
law rule that would cause the application of the laws of any jurisdiction other
than the internal laws of the State of California to the rights and duties of
the parties.
9. Notice. Any notice required to be given under the terms of
this Agreement shall be addressed to the Company in care of its Secretary at the
office of the Company at 101 Innovation Drive, San Jose, CA 95134, and any
notice to be given to Recipient shall be addressed to him at the address given
by Recipient beneath his signature to this Agreement, or such other address as
either party to this Agreement may hereafter designate in writing to the other.
Any such notice shall be deemed to have been duly given when enclosed in a
properly sealed envelope or wrapper addressed as aforesaid, registered or
certified and deposited (postage or registration or certification fee prepaid)
in a post office or branch post office regularly maintained by the United
States.
10.Successors. This Agreement shall be binding upon and inure to
the benefit of any successor or successors of the Company. Where the context
permits, "Recipient" as used in this Agreement shall include Recipient's
executor, administrator or other legal representative or the person or persons
to whom Recipient's rights pass by will or the applicable laws of descent and
distribution.
11.Severability. If any provisions of this Agreement is
determined by any court or arbitrator of competent jurisdiction to be invalid,
illegal or unenforceable in any respect, such provision will be enforced to the
maximum extent possible given the intent of the parties hereto. If such clause
or provision cannot be so enforced, such provision shall be stricken from this
Agreement and the remainder of this Agreement shall be enforced as if such
invalid, illegal or unenforceable clause or provision had (to the extent not
enforceable) never been contained in this Agreement. Notwithstanding the
foregoing, if the value of this Agreement based upon the substantial benefit of
the bargain for any party is materially impaired, as determined by such party in
its sole discretion, than this Agreement will not be enforceable against such
affected party and both parties agree to renegotiate such provision(s) in good
faith.
12.Amendment and Waiver. This Agreement may be amended only by a
written agreement executed by each of the parties hereto. No amendment of or
waiver of, or modification of any obligation under this Agreement will be
enforceable unless set forth in a writing signed by the party against which
enforcement is sought. Any amendment effected in accordance with this Section 12
will be binding upon all parties hereto and each of their respective successors
and assigns. No delay or failure to require performance of any provision of this
Agreement shall constitute a waiver of that provision as to that or any other
instance. No waiver granted under this Agreement as to any one provision herein
shall constitute a subsequent waiver of such provision or of any other provision
herein, nor shall it constitute the waiver of any performance other than the
actual performance specifically waived.
13.Entire Agreement. This Agreement and the Exhibits attached
hereto constitute the entire agreement and understanding of the parties with
respect to the subject matter of this Agreement, and supercede all prior
understandings and agreements, whether oral or written, between or among the
parties hereto with respect to the specific subject matter hereof.
5
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have duly executed this
Restricted Stock Purchase Agreement as of the date first above written.
ALTERA CORPORATION, RECIPIENT:
a Delaware corporation
By:__________________________________ ______________________________________
Michael Jacobs
Name:________________________________
Address:______________________________
Title:_______________________________ ______________________________
[SIGNATURE PAGE TO RESTRICTED STOCK PURCHASE AGREEMENT]
6
<PAGE> 7
EXHIBIT A
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED and pursuant to that certain Restricted Stock
Purchase Agreement between the undersigned ("Recipient") and Altera Corporation,
Inc. dated ____________, 2000 (the "Agreement"), Recipient hereby sells, assigns
and transfers unto _______________ _________________ (_________) shares of
Common Stock of Altera Corporation standing in Recipient's name on the books of
said corporation represented by Certificate No. ____ herewith and does hereby
irrevocably constitute and appoint ______________________________ to transfer
said stock on the books of the within-named corporation with full power of
substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY
THE AGREEMENT AND THE EXHIBITS THERETO.
Dated: ________________, 20___ By:______________________________________
Michael Jacobs
By:______________________________________
[Spouse, if any]
Instruction: Please do not fill in any blanks other than the signature line. The
purpose of this assignment is to enable the Company to exercise its repurchase
option set forth in the Agreement without requiring additional signatures on the
part of Recipient.
<PAGE> 8
EXHIBIT B
SPOUSE CONSENT
The undersigned spouse of Michael Jacobs (the "Purchaser") has read,
understands and hereby approves all the terms and conditions of the Restricted
Stock Purchase Agreement dated_______________ (the "Agreement"), by and between
Purchaser and Altera Corporation, a Delaware corporation (the "Company"),
pursuant to which Purchaser has purchased twenty-five thousand (25,000) shares
of the Company's Common Stock, $0.001 par value per share (the "Shares").
In consideration of the Company granting my spouse the right to purchase
the Shares under the Agreement, I hereby agree to be irrevocably bound by all
the terms and conditions of the Agreement (including but not limited to the
Company's Repurchase Option contained therein) and further agree that any
community property interest I may have in the Shares will be similarly bound by
the Agreement.
I hereby appoint Purchaser as my attorney-in-fact, to act in my name,
place and stead with respect to any amendment of the Agreement and with respect
to the making and filing of an election under Internal Revenue Code Section
83(b) in connection with the purchase of the Shares.
Dated:____________________
_________________________________________
Signature of Spouse [Sign Here]
_________________________________________
Name of Spouse [Please Print]
____ Check this line if you do not
have a spouse.
<PAGE> 9
EXHIBIT C
ELECTION UNDER SECTION 83(b) OF THE
INTERNAL REVENUE CODE
The undersigned Taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code, as amended, to include in gross income for the Taxpayer's
current taxable year the excess, if any, of the fair market value of the
property described below at the time of transfer over the amount paid for such
property, as compensation for services.
1. TAXPAYER'S NAME: _________________________
TAXPAYER'S ADDRESS: _________________________
SOCIAL SECURITY NUMBER: _________________________
2. The property with respect to which the election is made is described as
follows: _____________ shares of Common Stock, $0.001 par value per
share, of Altera Corporation, a Delaware corporation (the "Company"),
which is Taxpayer's employer or the corporation for whom the Taxpayer
performs services.
3. The date on which the shares were transferred was _______________ and
this election is made for calendar year 200_.
4. The shares are subject to the following restrictions: The Company may
repurchase all or a portion of the shares at the Taxpayer's original
purchase price under certain conditions at the time of Taxpayer's
termination of employment or services.
5. The fair market value of the shares (without regard to restrictions
other than restrictions which by their terms will never lapse) was
$______ per share at the time of transfer.
6. The amount paid for such shares was $_____ per share.
7. The Taxpayer has submitted a copy of this statement to the Company.
THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE ("IRS"), AT THE
OFFICE WHERE THE TAXPAYER FILES ANNUAL INCOME TAX RETURNS, WITHIN 30 DAYS AFTER
THE DATE OF TRANSFER OF THE PROPERTY, AND MUST ALSO BE FILED WITH THE TAXPAYER'S
INCOME TAX RETURNS FOR THE CALENDAR YEAR. THE ELECTION CANNOT BE REVOKED WITHOUT
THE CONSENT OF THE IRS.
Dated:______________________________ _______________________________________
Taxpayer's Signature
<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 19, 1999 relating
to the financial statements of Altera Corporation, which appears in Altera
Corporation's Annual Report on Form 10-K for the year ended December 31, 1998.
PricewaterhouseCoopers LLP
San Jose, California
February 28, 2000
2
