As filed with the Securities and Exchange Commission
on December 28, 1995
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CIRRUS LOGIC, INC.
(Exact Name of Registrant as specified in its charter)
California 77-0024818
(State of Incorporation) (I.R.S. Employer
Identification Number)
3100 West Warren Avenue
Fremont, CA 94538
(510) 623-8300
(Address, including zip code, of
Registrant's principal executive offices)
Amended 1987 Stock Option Plan
Amended 1989 Employee Stock Purchase Plan
Amended 1990 Directors' Stock Option Plan
(Full Titles of the Plans)
Sam S. Srinivasan
Chief Financial Officer
CIRRUS LOGIC, INC.
3100 West Warren Avenue
Fremont, CA 94538
(510) 623-8300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
Michael J. Danaher, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(415) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock, no par value
- Upon exercise of
options and stock
purchase rights under
Amended 1987 Stock
Option Plan (1) 1,800,000 (2) $ 25.75 (5) $ 46,350,000 (5) $ 15,982.87
- Upon exercise of
options and stock
purchase rights under
Amended 1989 Employee
Stock Purchase Plan (1) 800,000 (3) $ 25.75 (5) $ 20,600,000 (5) $ 7,103.50
- Upon exercise of
options and stock
purchase rights under
the Amended 1990
Directors' Stock
Option Plan (1) 80,000 (4) $ 25.75 (5) $ 2,060,000 (5) $ 710.35
<FN>
(1) All shares have been adjusted to reflect the 2-for-1 stock
split effective July 1995.
(2) The remaining 16,444,888 shares reserved for issuance under
the Amended 1987 Stock Option Plan were registered under six
Registration Statements on Form S-8 numbered 33-31697, 33-37409,
33-43914, 33-53990, 33-71862 and 33-83148 filed with the Securities
and Exchange Commission (the "Commission") on October 24, 1989,
October 24, 1990, November 14, 1991, November 4, 1992, November 17,
1993 and August 22, 1994, respectively.
(3) The remaining 2,000,000 shares reserved for issuance under
the Amended 1989 Employee Stock Purchase Plan were registered under
six Registration Statements on Form S-8 numbered 33-31697, 33-37409,
33-43914, 33-53990, 33-71862 and 33-83148 filed with the Commission
on October 24, 1989, October 24, 1990, November 14, 1991, November 4,
1992, November 17, 1993 and August 22, 1994, respectively.
(4) The remaining 370,000 shares reserved for issuance under the
Amended 1990 Directors' Stock Option Plan were registered under two
Registration Statements on Form S-8 numbered 33-37409 and 33-71862
filed with the Commission on October 24, 1990 and November 17, 1993,
respectively.
(5) Estimated solely for the purpose of calculating the amount of
the registration fee on the basis of the average of the high and low
prices reported in the Nasdaq National Market on December 22, 1995.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
There are hereby incorporated by reference in this
Registration Statement the following documents and information
heretofore filed with the Securities and Exchange Commission (the
"Commission"):
1. The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A dated
May 1, 1989, filed pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such
description.
2. Registration Statements on Form S-8 numbered
33-31697, 33-37409, 33-43914, 33-47453, 33-53990, 33-60464, 33-71862
and 33-83148 filed with the Commission on October 24, 1989, October
24, 1990, November 14, 1991, April 24, 1992, November 4, 1992, April
2, 1993, November 17, 1993 and August 22, 1994, respectively.
3. The Company's Annual Report on Form 10-K for the year
ended April 1, 1995 filed pursuant to Section 13(a) of the Exchange
Act.
4. The Company's Quarterly Report on Form 10-Q for the
quarter ended July 31, 1995 filed pursuant to Section 13 of the
Exchange Act.
5. The Company's Quarterly Report on Form 10-Q, as
amended by Form 10-Q/A, for the quarter ended September 30, 1995 filed
pursuant to Section 13 of the Exchange Act.
6. 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
of 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.
Section 317 of the California Corporations Code authorizes a
court to award, or a corporation's Board of Directors to grant
indemnity to directors and officers in terms sufficiently broad to
permit such indemnification under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising
under the Securities Act of 1933, as amended (the "Securities Act").
Article IV of the Company's Articles of Incorporation and Article VI
of the Bylaws of the Company provide for indemnification of certain
agents to the maximum extent permitted by the California Corporations
Code. Persons covered by this indemnification provision include
current and former directors, officers, employees and other agents
of the Company, as well as persons who serve at the request of the
Company as directors, officers, employees or agents of another
enterprise. In addition, the Company has entered into agreements
with its officers and directors which require the Corporation to
indemnify its officers and directors to the maximum extent permitted
under California law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number
4.1 Amended 1987 Stock Option Plan.
4.2 The Forms of Incentive Stock Option Agreement and
Non-Statutory Stock Option Agreement to the Amended 1987 Stock
Option Plan are incorporated herein by reference. See Registration
Statements on Form S-8 numbered 33-31697, 33-37409, 33-43914,
33-53990, 33-71862 and 33-83148 filed with the Commission on October
24, 1989, October 24, 1990, November 14, 1991, November 4, 1992,
November 17, 1993 and August 22, 1994, respectively.
4.3 Amended 1989 Employee Stock Purchase Plan.
4.4 The Form of Stock Purchase Agreement to the Amended
1989 Employee Stock Purchase Plan is incorporated herein by
reference. See Registration Statements on Form S-8 numbered
33-31697, 33-37409, 33-43914, 33-53990, 33-71862 and 33-83148 filed
with the Commission on October 24, 1989, October 24, 1990, November
14, 1991, November 4, 1992, November 17, 1993 and August 22, 1994,
respectively.
4.5 Amended 1990 Directors' Stock Option Plan.
4.6 The Forms of Notice of Grant and Option Agreement for
the Amended 1990 Directors' Stock Option Plan is incorporated herein
by reference. See Registration Statements on Form S-8 numbered
33-37409 and 33-71862 filed with the Commission on October 24, 1990
and November 17, 1993, respectively.
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.,
as to legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditor.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
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 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,
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 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
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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 Fremont, State of California, on December 28, 1995.
CIRRUS LOGIC, INC.
/s/ Sam S. Srinivasan
Sam S. Srinivasan
Senior Vice President, Finance and
Administration, Chief Financial
Officer, Secretary and Treasurer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Michael L.
Hackworth and Sam S. Srinivasan 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 attorney-in-fact, or his substitute or substitutes, may do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
/s/ Michael L. Hackworth
(Michael L. Hackworth)
President, Chief Executive Officer, and Director
(Principal Executive Officer)
December 28, 1995
/s/ Sam S. Srinivasan
(Sam S. Srinivasan)
Senior Vice President, Finance and Administration, Chief
Financial Officer, Secretary, and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
December 28, 1995
/s/ Suhas S. Patil
(Suhas S. Patil)
Chairman of the Board, Executive Vice President, Products &
Technology, and Director
December 28, 1995
/s/ C. Gordon Bell
(C. Gordon Bell)
Director
December 28, 1995
/s/ D. James Guzy
(D. James Guzy)
Director
December 28, 1995
/s/ C. Woodrow Rea
(C. Woodrow Rea)
Director
December 28, 1995
/s/ Robert H. Smith
(Robert H. Smith)
Director
December 28, 1995
/s/ Walden C. Rhines
(Walden C. Rhines)
Director
December 28, 1995
/s/ David L. Lyon
(David L. Lyon)
Director
December 28, 1995
INDEX TO EXHIBITS
Exhibit
Number Description
4.1 Amended 1987 Stock Option Plan.
4.2 The Forms of Incentive Stock Option Agreement and
Non-Statutory Stock Option Agreement to the Amended
1987 Stock Option Plan are incorporated herein by reference.
See Registration Statements on Form S-8 numbered 33-31697,
33-37409, 33-43914, 33-53990, 33-71862 and 33-83148 filed with
the Commission on October 24, 1989, October 24, 1990,
November 14, 1991, November 4, 1992, November 17, 1993 and
August 22, 1994, respectively.
4.3 Amended 1989 Employee Stock Purchase Plan.
4.4 The Form of Stock Purchase Agreement to the Amended 1989
Employee Stock Purchase Plan is incorporated herein by
reference. See Registration Statements on Form S-8 numbered
33-31697, 33-37409, 33-43914, 33-53990, 33-71862 and 33-83148
filed with the Commission on October 24, 1989, October 24,
1990, November 14, 1991, November 4, 1992, November 17, 1993
and August 22, 1994, respectively.
4.5 Amended 1990 Directors' Stock Option Plan.
4.6 The Forms of Notice of Grant and Option Agreement for the
Amended 1990 Directors' Stock Option Plan is incorporated
herein by reference. See Registration Statements on Form S-8
numbered 33-37409 and 33-71862 dated October 24, 1990 and
November 17, 1993, respectively.
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as to
legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditor.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney
EXHIBIT 4.1
CIRRUS LOGIC, INC.
AMENDED 1987 STOCK OPTION PLAN
(as amended March 22, 1990, March 21, 1991,
April 7, 1992, February 23, 1993, May 25, 1993, May 5, 1994 and
April 17, 1995)
1. Purposes of the Plan. The purposes of this Stock
Option Plan are to attract and retain the best available personnel for
positions of substantial responsibility, to provide additional
incentive to the Employees and Consultants of the Company and to
promote the success of the Company's business.
Options granted hereunder may be either Incentive
Stock Options or Nonstatutory Stock Options, at the discretion of
the Board and as reflected in the terms of the written option
agreement. The Board may also grant Stock Purchase Rights
under this Plan.
2. Definitions. As used herein, the following
definitions shall apply:
(a) "Board" shall mean the Committee, if one
has been appointed, or the Board of Directors of the Company, if
no Committee is appointed.
(b) "Code" shall mean the Internal Revenue
Code of 1986, as amended.
(c) "Committee" shall mean the Committee
appointed by the Board of Directors in accordance with paragraph
(a) of Section 5 of the Plan, if one is appointed.
(d) "Common Stock" shall mean the Common
Stock of the Company.
(e) "Company" shall mean Cirrus Logic, Inc., a
California corporation.
(f) "Consultant" shall mean any person who is
engaged by the Company or any subsidiary to render consulting
services and is compensated for such consulting services, and any
director of the Company whether compensated for such services or
not; provided that if and in the event the Company registers any
class of any equity security pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the term
Consultant shall thereafter not include directors who are not
compensated for their services or are paid only a director's fee by
the Company.
(g) "Continuous Status as an Employee or
Consultant" shall mean the absence of any interruption or
termination of service as an Employee or Consultant. Continuous
Status as an Employee or Consultant shall not be considered
interrupted in the case of sick leave, military leave, or any other
leave of absence approved by the Board; provided that such leave
is for a period of not more than 90 days or reemployment upon the
expiration of such leave is guaranteed by contract or statute.
(h) "Employee" shall mean any person,
including officers and directors, employed by the Company or any
Parent or Subsidiary of the Company. The payment of a director's
fee by the Company shall not be sufficient to constitute
"employment" by the Company.
(i) "Incentive Stock Option" shall mean an
Option intended to qualify an an incentive stock option within the
meaning of Section 422A of the Code.
(j) "Nonstatutory Stock Option" shall mean an
Option not intended to qualify an an Incentive Stock Option.
(k) "Stock Purchase Right" shall mean a right to
purchase Common Stock pursuant to Section 10 of the Plan.
(l) "Option" shall mean a stock option granted
pursuant to the Plan.
(m) "Optioned Stock" shall mean the Common
Stock subject to an Option.
(n) "Optionee" shall mean an Employee or
Consultant who received an Option.
(o) "Parent" shall mean a "parent corporation",
whether now or hereafter existing, as defined in Section 425(e) of
the Code.
(p) "Plan" shall mean this 1987 Stock Option
Plan.
(q) "Share" shall mean a share of the Common
Stock, as adjusted in accordance with Section 13 of the Plan.
(r) "Subsidiary" shall mean a "subsidiary
corporation", whether now or hereafter existing, as defined in
Section 425(f) of the Code.
3. Grant Limitations. The following limitations shall
apply to grants of Options to Employees:
(a) No Employee shall be granted, in any fiscal
year of the Company, Options to purchase more than 800,000
shares.
(b) In connection with his or her initial
employment, an Employee may be granted Options to purchase up
to an additional 1,600,000 shares, which shall not count against the
limit set forth in subsection (a) above.
(c) The foregoing limitation shall be adjusted
proportionately in connection with any change in the Company's
capitalization as described in Section 13.
(d) If an Option is canceled (other than in
connection with a transaction described in Section 13), the
canceled Option will be counted against the limit set forth in
Section 3. For this purpose, if the exercise price of an Option is
reduced, the transaction will be treated as a cancellation of the
Option and the grant of a new Option.
4. Stock Subject to the Plan. Subject to the provisions of
Section 11 of the Plan, the maximum aggregate number of shares
which may be optioned and sold under the Plan is 18,244,888 shares
of Common Stock. The Shares may be authorized, but unissued,
or reacquired Common Stock.
If an Option should expire or become unexercisable
for any reason without having been exercised in full, the
unpurchased Shares which were subject thereto shall, unless the
Plan shall have been terminated, become available for future grant
under the Plan. Notwithstanding any other provision of the Plan,
shares issued under the Plan and later repurchased by the Company
shall not become available for future grant or sale under the Plan.
5. Administration of the Plan.
(a) Procedure. The Plan shall be
administered by the Board of Directors of the Company.
(i) Subject to subparagraph (ii), the
Board of Directors may appoint a Committee consisting of not less
than two members of the Board of Directors to administer the Plan
on behalf of the Board of Directors, subject to such terms and
conditions as the Board of Directors may prescribe. Once
appointed, the Committee shall continue to serve until otherwise
directed by the Board of Directors. Members of the Board who are
either eligible for Options or have been granted Options or Stock
Purchase Rights may vote on any matters affecting the
administration of the Plan or the grant of any Options or Stock
Purchase Rights pursuant to the Plan, except that no such member
shall act upon the granting of an Option or Stock Purchase Right to
himself, but any such member may be counted in determining the
existence of a quorum at any meeting of the Board during which
action is taken with respect to the granting of Options or Stock
Purchase Rights to him.
(ii) Notwithstanding the foregoing
subparagraph (i), if and in any event the Company registers any
class of any equity security pursuant to Section 12 of the Exchange
Act, from the effective date of such registration until six months
after the termination of such registration, any grants of Options or
Stock Purchase Rights to officers or directors shall only be made
by the Board of Directors; provided, however, that if a majority of
the Board of Directors is eligible to participate in this Plan or any
other stock option or other stock plan of the Company or any of its
affiliates, or has been eligible at any time within the preceding
year, any grants of Options or Stock Purchase Rights to directors
must be made by, or only in accordance with the recommendation
of, a Committee consisting of three or more persons, who may but
need not be directors or employees of the Company, appointed by
the Board of Directors and having full authority to act in the
matter, none of whom is eligible to participate in this Plan or any
other stock option or other stock plan of the Company or any of its
affiliates, or has been eligible at any time within the preceding
year. Any Committee administering the Plan with respect to grants
to officers who are not also directors shall conform to the
requirements of the preceding sentence. Once appointed, the
Committee shall continue to serve until otherwise directed by the
Board of Directors.
(iii) Subject to the foregoing
subparagraphs (i) and (ii), from time to time the Board of Directors
may increase the size of the Committee and appoint additional
members thereof, remove members (with or without cause) and
appoint new members in substitution therefor, fill vacancies
however caused, or remove all members of the Committee and
thereafter directly administer the Plan.
(b) Powers of the Board. Subject to the
provisions of the Plan, the Board shall have the authority, in its
discretion: (i) to grant Incentive Stock Options, Nonstatutory
Stock Options or Stock Purchase Rights; (ii) to determine, upon
review of relevant information and in accordance with Section 9(b)
of the Plan, the fair market value of the Common Stock; (iii) to
determine the exercise price per share of Options and Stock
Purchase Rights to be granted, which exercise price shall be
determined in accordance with Section 9(a) of the Plan; (iv) to
determine the Employees or Consultants to whom and the time or
times at which, Options or Stock Purchase Rights shall be granted
and the number of shares to be represented by each Option or
Stock Purchase Right; (v) to interpret the Plan; (vi) to prescribe,
amend and rescind rules and regulations relating to the Plan; (vii)
to determine the terms and provisions of each Option or Stock
Purchase Right granted (which need not be identical) and, with the
consent of the holder thereof, modify or amend each Option or
Stock Purchase Right; (viii) to accelerate or defer (with the consent
of the Optionee) the exercise date of any Option, consistent with
the provisions of Section 6 of the Plan; (ix) to authorize any person
to execute on behalf of the Company any instrument required to
effectuate the grant of an Option previously granted by the Board;
and (x) to make all other determinations deemed necessary or
advisable for the administration of the Plan.
(c) Effect of Board's Decision. All Decisions,
determinations and interpretations of the Board shall be final and
binding on all Optionees and Stock Purchase Rights holders and
any other holders of any Options or Stock Purchase Rights granted
under the Plan.
6. Eligibility.
(a) Nonstatutory Stock Options and Stock
Purchase Rights may be granted only to Employees and
Consultants. Incentive Stock Options may be granted only to
Employees. An Employee or Consultant who has been granted an
Option or Stock Purchase Right may, if he is otherwise eligible, be
granted one or more additional Options or Stock Purchase Rights.
(b) No Incentive Stock Option may be granted
to an Employee which, when aggregated with all other incentive
stock options granted to such Employee by the Company or any
Parent or Subsidiary, would result in Shares having an aggregate
fair market value (determined for each Share as of the date of grant
of the Option covering such Share) in excess of $100,000
becoming first available for purchase upon exercise of one or more
incentive stock options during any calendar year.
(c) Section 6(b) of the Plan shall apply only to
an Incentive Stock Option evidenced by an "Incentive Stock
Option Agreement" which sets forth the intention of the Company
and the Optionee that such Option shall qualify as an incentive
stock option. Section 6(b) of the Plan shall not apply to any
Option evidenced by a "Nonstatutory Stock Option Agreement"
which sets forth the intention of the Company and the Optionee
that such Option shall be a Nonstatutory Stock Option.
(d) The Plan shall not confer upon any
Optionee, Purchaser or holder of a Stock Purchase Right any right
with respect to continuation of employment or consulting
relationship with the Company, nor shall it interfere in any way
with his right or the Company's right to terminate his employment
or consulting relationship at any time.
7. Term of Plan. The Plan shall become effective
upon the earlier to occur of its adoption by the Board of Directors
or its approval by the shareholders of the Company as described in
Section 19 of the Plan. It shall continue in effect for a term of 10
years unless sooner terminated under Section 15 of the Plan.
8. Term of Option or Stock Purchase Right.
The term of each Incentive Stock Option shall be 10 years from the
date of grant thereof or such shorter term as may be provided in the
Incentive Stock Option Agreement. The term of each Nonstatutory
Stock Option shall be 10 years and 1 day from the date of grant
thereof or such shorter term as may be provided in the
Nonstatutory Stock Option Agreement. However, in the case of an
Option granted to an Optionee who, at the time the Option is
granted, owns stock representing more than 10% of the voting
power of all classes of stock of the Company or any Parent or
Subsidiary, (a) if the Option is an Incentive Stick Option, the term
of the Option shall be 5 years from the date of grant thereof or such
shorter term as may be provided in the Incentive Stock Option
Agreement, or (b) if the Option is a Nonstatutory Stock Option, the
term of the Option shall be 5 years and 1 day from the date of grant
thereof or such shorter term as may be provided in the
Nonstatutory Stock Option Agreement. The term of each Stock
Purchase Right shall be as provided in Section 11 of the Plan.
9. Exercise Price and Consideration.
(a) The per Share exercise price for the Shares
to be issued pursuant to exercise of an Option or Stock Purchase
Right shall be such price as is determined by the Board, but shall
be subject to the following:
(i) In the case of an Incentive Stock
Option
(A) granted to an Employee who,
at the time of the grant of such Incentive Stock Option, owns stock
representing more than 10% of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the per Share
exercise price shall be no less than 100% of the fair market value
per Share on the date of grant.
(B) granted to any Employee, the
per Share exercise price shall be no less than 100% of the fair
market value per Share on the date of grant.
(ii) In the case of a Nonstatutory Stock
Option or Stock Purchase Right
(A) granted to a person who, at
the time of the grant of such Option or Stock Purchase Right, owns
stock representing more than 10% of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the
per Share exercise price shall be no less than 100% of the fair
market value per Share on the date of the grant.
(B) granted to any person, the per
Share exercise price shall be no less than 85% of the fair market
value per Share on the date of grant.
(iii) In the case of an Option or Stock
Purchase Right granted on or after the effective date of registration
of any class of equity security of the Company pursuant to Section
12 of the Exchange Act and prior to six months after the
termination of such registration, the per Share exercise price shall
be no less than 100% of the fair market value per Share on the date
of grant.
(b) The fair market value shall be determined by
the Board in its discretion; provided, however, that where there is a
public market for the Common Stock, the fair market value per
Share shall be the mean of the bid and asked prices (or the closing
price per share if the Common Stock is listed on the National
Association of Securities Dealers Automated Quotation
("NASDAQ") National Market System) of the Common Stock for
the date of grant, as reported in the Wall Street Journal (or, if not
so reported, as otherwise reported by the NASDAQ System) or, in
the event the Common Stock is listed on a stock exchange, the fair
market value per Share shall be the closing price on such exchange
on the date of grant of the Option or Stock Purchase Right, as
reported in the Wall Street Journal.
(c) The consideration to be paid for the Shares
to be issued upon exercise of an Option or Stock Purchase Right,
including the method of payment, shall be determined by the Board
and may consist entirely of cash, check, promissory note, other
Shares of Common Stock having a fair market value on the date of
surrender equal to the aggregate exercise price of the Shares as to
which said Option or Stock Purchase Right shall be exercised, or
any combination of such methods of payment, or such other
consideration and method of payment for the issuance of Shares to
the extent permitted under Sections 408 and 409 of the California
General Corporation Law. In making its determination as to the
type of consideration to accept, the Board shall consider if
acceptance of such consideration may be reasonably expected to
benefit the Company (Section 315(b) of the California General
Corporation Law).
10. Exercise of Option.
(a) Procedure for Exercise; Rights as a
Shareholder. Any Option granted hereunder shall be exercisable at
such times and under such conditions as determined by the Board,
including performance criteria with respect to the Company and/or
the Optionee, and as shall be permissible under the terms of the
Plan; provided, however, that an Incentive Stock Option granted
prior to January 1, 1987 (the "Sequential Option") shall not be
exercisable while there is outstanding any Incentive Stock Option
which was granted, before the granting of the Sequential Option,
to the same Optionee to purchase stock of the Company, any
Parent or Subsidiary, or any predecessor corporation of such
corporations. For purposes of this provision, an Incentive Stock
Option shall be treated as outstanding until such option is exercised
in full or expires by reason of lapse of time.
An Option may not be exercised for a fraction of a
Share.
An Option shall be deemed to be exercised when
written notice of such exercise has been given to the Company in
accordance with the terms of the Option by the person entitled to
exercise the Option and full payment for the Shares with respect to
which the Option is exercised has been received by the Company.
Full payment may, as authorized by the Board, consist of any
consideration and method of payment allowable under Section 8(c)
of the Plan. 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 shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the 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 Section 13 of the Plan.
Exercise of an Option in any manner shall result in
a decease in the number of Shares which thereafter may be
available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is
exercised.
(b) Termination of Status as an Employee or
Consultant. In the event of termination of an Optionee's
Continuous Status as an Employee or Consultant (as the case may
be), such Optionee may, but only within 30 days (or such other
period of time, not exceeding 3 months in the case of an Incentive
Stock Option or 6 months in the case of a Nonstatutory Stock
Option, as is determined by the Board, with such determination in
the case of an Incentive Stock Option being made at the time of
grant of the Option) after the date of such termination (but in no
event later than the date of expiration of the term of such Option as
set forth in the Option Agreement), exercise his Option to the
extent that he was entitled to exercise it at the date of such
termination. To the extent that he was not entitled to exercise the
Option at the date of such termination, or if he does not exercise
such Option (which he was entitled to exercise) within the time
specified herein, the Option shall terminate.
(c) Disability of Optionee. Notwithstanding the
provisions of Section 10(b) above, in the event of termination of an
Optionee's Continuous Status as an Employee or Consultant as a
result of his total and permanent disability (as defined in Section
22(e)(3) of the Code), he may, but only within 3 months (or such
other period of time not exceeding 12 months as is determined by
the Board, with such determination in the case of an Incentive
Stock Option being made at the time of grant of the Option) from
the date of such termination (but in no event later than the date of
expiration of the term of such Option as set forth in the Option
Agreement), exercise his Option to the extent he was entitled to
exercise it at the date of such termination. To the extent that he
was not entitled to exercise the Option at the date of termination, or
if he does not exercise such Option (which he was entitled to
exercise) within the time specified herein, the Option shall
terminate.
(d) Death of Optionee. In the event of the
death of an Optionee:
(i) during the term of the Option who is
at the time of his death an Employee or Consultant of the Company
and who shall have been in Continuous Status as an Employee or
Consultant since the date of grant of the Option, the Option may be
exercised, at any time within 12 months following the date of death
(but in no event later than the date of expiration of the term of such
Option as set forth in the Option Agreement), by the 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 the Optionee continued
living and remained in Continuous Status as an Employee or
Consultant twelve (12) months after the date of death, subject to
the limitation set forth in Section 5(b); or
(ii) within 30 days (or such other period
of time not exceeding 3 months as determined by the Board, with
such determination in the case of an Incentive Stock Option being
made at the time of grant of the Option) after the termination of
Continuous Status as an Employee or Consultant,, the Option may
be exercised, at any time within 10 months following the date of
death (but in no event later than the date of expiration of the term
of such Option as set forth in the Option Agreement), by the
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.
11. Stock Purchase Rights.
(a) Rights to Purchase. After the Board of
Directors determines that it will offer an Employee or Consultant
the right to purchase Shares under the Plan, it shall advise the
offeree in writing of the terms, conditions and restrictions relating
to the offer, including the number of Shares that such person shall
be entitled to purchase, and the time within which such person
must accept such offer, which shall in no event exceed 90 days
from the date upon which the Board of Directors or its Committee
made the determination to grant the Stock Purchase Right. The
offer shall be accepted by execution of a Restricted Stock Purchase
Agreement in the form determined by the Board of Directors.
(b) Issuance of Shares. Forthwith after
payment therefor, the Shares purchased shall be duly issued;
provided, however, that the Board may require that the Purchaser
make adequate provision for any Federal and State withholding
obligations of the Company as a condition to such purchase.
(c) Repurchase Option. Unless the Board of
Directors or its Committee determines otherwise, the Restricted
Stock Purchase Agreement shall grant the Company a repurchase
option exercisable upon the voluntary or involuntary termination of
the Purchaser's employment with the Company for any reason
(including death or disability). The purchase price for shares
repurchased pursuant to the Restricted Stock Purchase Agreement
shall be the original price paid by the Purchaser and may be paid
by cancellation of any indebtedness of the Purchaser to the
Company. The repurchase option shall lapse at such a rate as the
Board of Directors may determine.
(d) Other Provisions. The Restricted Stock
Purchase Agreement shall contain such other terms, provisions and
conditions not inconsistent with the Plan as may be determined by
the Board of Directors.
(e) Rights as a Shareholder. 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 the shares as to which a Stock
Purchase right has been exercised, no right to vote or to receive
dividends or any other rights as a stockholder shall exist with
respect to shares of Common Stock subject to a Stock Purchase
Right, notwithstanding the exercise of a Stock Purchase Right. 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 Section 13 of the Plan.
(f) Shares Available Under the Plan.
Exercise of a Stock Purchase Right in any manner shall
result in a decrease in the number of Shares that thereafter shall be
available for reissuance under the Plan.
12. Non-Transferability of Options and Stock Purchase
Rights. Options and Stock Purchase rights may not
be sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the
Optionee or holder of a Stock Purchase Right, only by the
Optionee or holder of a Stock Purchase Right.
13. Adjustments Upon Changes in Capitalization or
Merger.
Subject to any required action by the shareholders
of the Company, the number of shares of Common Stock covered
by each outstanding Option and Stock Purchase Right, and the
number of shares of Common Stock which have been authorized
for issuance under the Plan but as to which no Options or Stock
Purchase Rights have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option or
Stock Purchase right, as well as the price per share of Common
Stock covered by each such outstanding Option or Stock Purchase
right, shall be proportionately adjusted for any increase or decrease
in the number of issued shares of Common Stock resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Company; 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
Board, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, 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 thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an Option
or Stock Purchase Right.
In the event of the proposed dissolution or
liquidation of the Company, the Option or Stock Purchase Right
will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. The
Board may, in the exercise of its sole discretion in such instances,
declare that any Option or Stock Purchase right shall terminate as
of a date fixed by the Board and give each Optionee or holder of a
Stock Purchase Right the right to exercise his Option or Stock
Purchase Right as to all or any part of the Common Stock subject
to such Option or Stock Purchase Right, including Shares as to
which the Option or Stock Purchase Right would not otherwise be
exercisable. In the event of a proposed sale of all or substantially
all of the assets of the Company, or the merger of the Company
with or into another corporation, the Options and Stock Purchase
Rights shall be assumed or an equivalent Option or Stock Purchase
Right shall be substituted by such successor corporation or a parent
or subsidiary of such successor corporation, unless the Board
determines, in the exercise of its sold discretion and in lieu of such
assumption or substitution, that the Optionee or holder of Stock
Purchase Right shall have the right to exercise the Option or Stock
Purchase Right as to all of the Common Stock, including Shares as
to which the Option or Stock Purchase Right would not otherwise
be exercisable. If the Board makes an Option or Stock Purchase
Right fully exercisable in lieu of assumption or substitution in the
event of a merger or sale of assets, the Board shall notify the
Optionee or holder of a Stock Purchase Right that the Option shall
be fully exercisable for a period of 15 days from the date of such
notice, and the Option or Stock Purchase Right will terminate upon
the expiration of such period.
14. Time of Granting Options and Stock Purchase
Rights. The date of grant of an Option or Stock Purchase right
shall, for all purposes, be the date on which the Board makes the
determination granting such Option or Stock Purchase Right.
Notice of the determination shall be given to each Employee or
Consultant to whom an Option or Stock Purchase Right is so
granted within a reasonable time after the date of such grant.
15. Amendment and Termination of the Plan.
(a) Amendment and Termination. The
Board may amend or terminate the Plan from time to time in such
respects as the Board may deem advisable; provided that, any
increase in the number of Shares subject to the Plan, other than in
connection with an adjustment under Section 13 of the Plan, shall
require shareholder approval in the manner described in Section 19
of the Plan.
(b) Shareholder Approval. If any
amendment requiring shareholder approval under Section 15(a) of
the Plan is made then shareholder approval shall be solicited as
described in Section 19 of the Plan.
(c) Effect of Amendment or Termination.
Any such amendment or termination of the Plan shall not affect
Options and Stock Purchase Rights already granted and such
Options and Stock Purchase rights shall remain in full force and
effect as if this Plan had not been amended or terminated, unless
mutually agreed otherwise between the Optionee, Purchaser or
holder of the Stock Purchase right, and the Board, which
agreement must be in writing and signed by the Optionee,
Purchaser or holder of the Stock Purchase Right and the Company.
16. Conditions Upon Issuance of Shares. Shares shall
not be issued pursuant to the exercise of an Option or Stock
Purchase Right unless the exercise of such Option or Stock
Purchase Right and the issuance and delivery of such Shares
pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon
which the Shares may then be listed, and shall be further subject to
the approval of counsel for the Company with respect to such
compliance.
As a condition to the exercise of an Option or Stock
Purchase Right, the Company may require the person exercising
such Option or Stock Purchase Right 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 of the
aforementioned relevant provisions of law.
17. Reservation of Shares. The Company, during
the term of this Plan, will at all times reserve and keep available
such number of Shares as shall be sufficient to satisfy the
requirements of the plan.
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.
18. Option Agreement and Stock Purchase Agreement.
Options shall be evidenced by written option agreements in such
form as the Board shall approve. Upon exercise of Stock Purchase
Rights, a Purchaser shall execute a Restricted Stock Purchase
Agreement in such form as the Board of Directors shall approve.
19. Shareholder Approval.
(a) If shareholder approval is obtained at a duly
held shareholders' meeting, it must be obtained by the affirmative
vote of the holders of a majority of the outstanding shares of the
Company, or if such shareholder approval is obtained by written
consent, it must be obtained by the unanimous written consent of
all shareholders of the Company; provided, however, that approval
at a meeting or by written consent may be obtained by a lesser
degree of shareholder approval if the Board determines, in its
discretion after consultation with the Company's legal counsel, that
such a lesser degree of shareholder approval will comply with all
applicable laws and will not adversely affect the qualification of
the Plan under Section 422A of the Code.
(b) Shareholder approval shall be solicited
substantially in accordance with Section 14(a) of the Exchange Act
and the rules and regulations promulgated thereunder.
(c) If any required approval by the shareholders
of the Plan itself or of any amendment thereto is solicited at any
time other than in the manner described in Section 19(b) hereof,
then the Company shall, at or prior to the first annual meeting of
shareholders held subsequent to the granting of an Option
hereunder to an officer or director, do the following:
(i) furnish in writing to the holders
entitled to vote for the Plan substantially the same information
which would be required (if proxies to be voted with respect to
approval of disapproval of the Plan or amendment were then begin
solicited) by the rules and regulations in effect under Section 14(a)
of the Exchange Act at the time such information is furnished; and
(ii) file with, or mail for filing to, the
Securities and Exchange Commission four copies of the written
information referred to in subsection (i) hereof not later than the
date on which such information is first sent or given to
shareholders.
20. Information to Optionees and Holders of Stock
Purchase Rights. The Company shall provide to each
Optionee and each holder of a Stock Purchase Right, during the
period for which such Optionee or holder has one or more Options
or Stock Purchase Rights outstanding, copies of all annual reports
and other information which are required by applicable law or
regulation to be provided to all shareholders of the Company. The
Company shall not be required to provide such information if the
issuance of Options and Stock Purchase Rights under the Plan is
limited to key employees whose duties in connection with the
Company assure their access to equivalent information.
EXHIBIT 4.3
CIRRUS LOGIC, INC.
AMENDED 1989 EMPLOYEE STOCK PURCHASE PLAN
(As amended March 22, 1990, March 21, 1991,
April 7, 1992, May 25, 1993, May 5, 1994 and April 17, 1995)
The following constitute the provisions of the 1989
Employee Stock Purchase Plan of Cirrus Logic, Inc., as amended
March 22, 1990, March 21, 1991, April 7, 1992, May 25, 1993,
May 5, 1994 and April 17, 1995.
1. Purpose. The purpose of the Plan is to provide
employees of the Company and its Designated Subsidiaries with an
opportunity to purchase Common Stock of the Company through
accumulated payroll deductions. It is the intention of the Company
to have the Plan qualify as an "Employee Stock Purchase Plan"
under Section 423 of the Internal Revenue Code of 1986, as
amended. The provisions of the Plan shall, accordingly, be
construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.
2. Definitions.
(a) "Board" shall mean the Board of Directors
of the Company.
(b) "Code" shall mean the Internal Revenue
Code of 1986, as amended.
(c) "Common Stock" shall mean the Common
Stock, no par value, of the Company.
(d) "Company" shall mean Cirrus Logic, Inc., a
California corporation.
(e) "Compensation" shall mean gross earnings,
including payments for overtime, incentive payments, bonuses and
commissions.
(f) "Continuous Status as an Employee" shall
mean the absence of any interruption or termination of service as
an Employee. Continuous Status as an Employee shall not be
considered interrupt
writing by the Company, provided that such leave is for a period of
not more than ninety (90) days or reemployment upon the
expiration of such leave is guaranteed by contract or statute.
(g) "Designated Subsidiaries" shall mean the
Subsidiaries which have been designated by the Board from time
to time in its sole discretion as eligible to participate in the Plan.
(h) "Employee" shall mean any person,
including an officer, who is customarily employed for at least
twenty (20) hours per week and more than five (5) months in a
calendar year by the Company or one of its Designated
Subsidiaries.
(i) "Exercise Date" shall mean the last day of
each offering period of the Plan.
(j) "Offering Date" shall mean the first day of
each offering period of the Plan.
(k) "Plan" shall mean this Amended 1989
Employee Stock Purchase Plan.
(l) "Subsidiary" shall mean a corporation,
domestic or foreign, of which not less than fifty percent (50%) of
the voting shares are held by the Company or a Subsidiary,
whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.
3. Eligibility.
(a) Any person who is an Employee as of the
Offering Date of the first offering period shall be eligible to
participate in such offering period under the Plan; thereafter, any
person who is an Employee fifteen (15) days prior to the Offering
Date of a given offering period shall be eligible to participate in
such offering period under the Plan. The eligibility criteria set
forth in this Paragraph 3(a) is subject to the requirements of the
paragraph 5(a) and the limitations imposed by Section 423(b) of
the Code.
(b) Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the
Plan (i) if, immediately after the grant, such Employee (or any
other person whose stock would be attributed to such Employee
pursuant to Section 425(d) of the Code) would own stock and/or
hold outstanding options to purchase stock possessing five percent
(5%) or more of the total combined voting power or value of all
classes of stock of the Company or of any subsidiary of the
Company, or (ii) which permits his rights to purchase stock under
all employee stock purchase plans (described in Section 423 of the
Code) of the Company and its subsidiaries to accrue at a rate which
exceeds Twenty-Five Thousand Dollars ($25,000) of fair market
value of such stock (determined at the time such option is granted)
for each calendar year in which such option is outstanding at any
time.
4. Offering Periods. The Plan shall be implemented
by one offering during each six month period of the Plan. The first
offering period shall commence on the effective date of the
Company's initial public offering pursuant to a Registration
Statement filed with the Securities and Exchange Commission and
shall terminate on December 31, 1989. Subsequent offering
periods shall continue until the Plan is terminated in accordance
with paragraph 19 hereof. The Board of Directors of the Company
shall have the power to change the duration of offering periods
with respect to future offerings without shareholder approval if
such change is announced at least fifteen (15) days prior to the
scheduled beginning of the first offering period to be affected.
5. Participation.
(a) An eligible Employee may become a
participant in the Plan by completing a subscription agreement
authorizing payroll deduction on the form provided by the
Company and filing it with the Company's payroll office fifteen
(15) days prior to the applicable Offering Date, unless a later time
for filing the subscription agreement is set by the Board for all
eligible Employees with respect to a given offering.
(b) Payroll deductions for a participant shall
commence on the first payroll following the Offering Date and
shall end on the Exercise Date of the offering to which such
authorization is applicable, unless sooner terminated by the
participant as provided in paragraph 10.
6. Payroll Deductions.
(a) At the time a participant files his
subscription agreement, he shall elect to have payroll deductions
made on each payday during the offering period in an amount not
exceeding fifteen percent (15%) of the Compensation which he
received on the payday immediately preceding the Offering Date,
and the aggregate of such payroll deductions during the offering
period shall not exceed fifteen percent (15%) of his aggregate
Compensation during said offering period.
(b) All payroll deductions made by a participant
shall be credited to his account under the Plan. A participant may
not make any additional payments into such account.
(c) A participant may discontinue his
participation in the Plan as provided in paragraph 10, or may
lower, but not increase, the rate of his payroll deductions during
the offering period by completing or filing with the Company a
new authorization for payroll deduction. The change in rate shall
be effective fifteen (15) days following the Company's receipt of
the new authorization.
7. Grant of Option.
(a) On the Offering Date of each offering
period, each eligible Employee participating in the Plan shall be
granted an option to purchase (at the per share option price) up to a
number of shares of the Company's Common Stock determined by
dividing such Employee's payroll deductions to be accumulated
during such offering period (not to exceed an amount equal to
fifteen percent (15%) of his Compensation as of the date of the
commencement of the applicable offering period) by eighty-five
percent (85%) of the fair market value of a share of the Company's
Common Stock on the Offering Date, subject to the limitations set
forth in Section 3(b) and 12 hereof. Fair market value of a share of
the Company's Common Stock shall be determined as provided in
Section 7(b) herein.
(b) The option price per share of the shares
offered in a given offering period shall be the lower of: (i) eighty-
five percent (85%) of the fair market value of a share of the
Common Stock of the Company on the Offering Date; or (ii)
eighty-five percent (85%) of the fair market value of a share of the
Common Stock of the Company on the Exercise Date. The fair
market value of the Company's Common Stock on a given date
shall be determined by the Board in its discretion; provided,
however, that where there is a public market for the Common
Stock, the fair market value per Share shall be the mean of the bid
and asked prices of the Common Stock for such date, as reported in
the Wall Street Journal (or, if not so reported, as otherwise reported
by the National Association of Securities Dealers Automated
Quotation (NASDAQ) System) or, in the event the Common Stock
is listed on a stock exchange, the fair market value per Share shall
be the closing price on such exchange on such date, as reported
in the Wall Street Journal.
8. Exercise of Option. Unless a participant withdraws
from the Plan as provided in paragraph 10, his option for the
purchase of shares will be exercised automatically on the Exercise
Date of the offering period, and the maximum number of full
shares subject to option will be purchased for him at the applicable
option price with the accumulated payroll deductions in his
account. The shares purchased upon exercise of an option
hereunder shall be deemed to be transferred to the participant on
the Exercise Date. During his lifetime, a participant's option to
purchase shares hereunder is exercisable only by him.
9. Delivery. Within 30 days after the Exercise Date of
each offering period, the Company shall arrange the delivery to
each participant, as appropriate, of a certificate representing the
shares purchased upon exercise of his option. Any cash remaining
to the credit of a participant's account under the Plan after a
purchase by him of shares at the termination of each offering
period, or which is insufficient to purchase a full share of Common
Stock of the Company, shall be carried forward to the subsequent
offering period.
10. Withdrawal; Termination of Employment.
(a) A participant may withdraw all but not less
than all the payroll deductions credited to his account under the
Plan fifteen (15) days prior to the Exercise Date of the offering
period by giving written notice to the Company. All of the
participant's payroll deductions credited to his account will be paid
to him within thirty (30) days after receipt of his notice of
withdrawal and his option for the current period will be
automatically terminated, and no further payroll deductions for the
purchase of shares will be made during the offering period.
(b) Upon termination of the participant's
Continuous Status as an Employee prior to the Exercise Date of the
offering period for any reason, including retirement or death, the
payroll deductions credited to his account will be returned to him
or, in the case of his death, to the person or persons entitled thereto
under paragraph 14, and his option will be automatically
terminated.
(c) In the event an Employee fails to remain in
Continuous Status as an Employee of the Company for at least
twenty (20) hours per week during the offering period in which the
employee is a participant, he will be deemed to have elected to
withdraw from the Plan and the payroll deductions credited to his
account will be returned to him and his option terminated.
(d) A participant's withdrawal from an offering
will not have any effect upon his eligibility to participate in a
succeeding offering or in any similar plan which may hereafter be
adopted by the Company.
11. Interest. No interest shall accrue on the payroll
deductions of a participant in the Plan.
12. Stock.
(a) The maximum number of shares of the
Company's Common Stock which shall be made available for sale
under the Plan shall be 2,800,000 shares, subject to adjustment
upon changes in capitalization of the Company as provided in
paragraph 18. If the total number of shares which would otherwise
be subject to options granted pursuant to Section 7(a) hereof on the
Offering Date of an offering period exceeds the number of shares
then available under the Plan (after deduction of all shares for
which options have been exercised or are then outstanding), the
Company shall make a pro rata allocation of the shares remaining
available for option grant in as uniform a manner as shall be
practicable and as it shall determine to be equitable. In such event,
the Company shall give written notice of such reduction of the
number of shares subject to the option to each Employee affected
thereby and shall similarly reduce the rate of payroll deductions, if
necessary.
(b) The participant will have no interest or
voting right in shares covered by his option until such option has
been exercised.
(c) Shares to be delivered to a participant under
the Plan will be registered in the name of the participant or in the
name of the participant and his spouse.
13. Administration. The Plan shall be administered by
the Board of the Company or a committee of members of the
Board appointed by the Board. The administration, interpretation
or application of the Plan by the Board or its committee shall be
final, conclusive and binding upon all participants. Members of
the Board who are eligible Employees are permitted to participate
in the Plan, provided that:
(a) Members of the Board who are eligible to
participate in the Plan may not vote on any matter affecting the
administration of the Plan or the grant of any option pursuant to the
Plan.
(b) If a Committee is established to administer
the Plan, no member of the Board who is eligible to participate in
the Plan may be a member of the Committee.
14. Designation of Beneficiary.
(a) A participant may file a written designation
of a beneficiary who is to receive any shares and cash, if any, from
the participant's account under the Plan in the event of such
participant's death subsequent to the end of the offering period but
prior to delivery to him of such shares and cash. In addition, a
participant may file a written designation of a beneficiary who is to
receive any cash from the participant's account under the Plan in
the event of such participant's death prior to the Exercise Date of
the offering period.
(b) Such designation of beneficiary may be
changed by the participant at any time by written notice. In the
event of the death of a participant and in the absence of a
beneficiary validly designated under the Plan who is living at the
time of such participant's death, the Company shall deliver such
shares and/or cash to the executor or administrator of the estate of
the participant, or if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its
discretion, may deliver such shares and/or cash to the spouse or to
any one or more dependents or relatives of the participant, or if no
spouse, dependent or relative is known to the Company, then to
such other person as the Company may designate.
15. Transferability. Neither payroll deductions credited
to a participant's account nor any rights with regard to the exercise
of an option or to receive shares under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other
than by will, the laws of descent and distribution or as provided in
paragraph 14 hereof) by the participant. Any such attempt at
assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to
withdraw funds in accordance with paragraph 10.
16. Use of Funds. All payroll deductions received or
held by the Company under the Plan may be used by the Company
for any corporate purpose, and the Company shall not be obligated
to segregate such payroll deductions.
17. Reports. Individual accounts will be maintained for
each participant in the Plan. Statements of account will be given to
participating Employees promptly following the Exercise Date,
which statements will set forth the amounts of payroll deductions,
the per share purchase price, the number of shares purchased and
the remaining cash balance carried forward to the subsequent
offering period, if any.
18. Adjustments Upon Changes in Capitalization.
Subject to any required action by the shareholders of the Company,
the number of shares of Common Stock covered by each option
under the Plan which has not yet been exercised and the number of
shares of Common Stock which have been authorized for issuance
under the Plan but have not yet been placed under option
(collectively, the "Reserves"), as well as the price per share of
Common Stock covered by each option under the Plan which has
not yet been exercised, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or
any other increase or decrease in the number of shares of Common
Stock effected without receipt of consideration by the Company;
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
Board, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no issue 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 thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an option.
In the event of the proposed dissolution or liquidation of
the Company, the offering period will terminate immediately prior
to the consummation of such proposed action, unless otherwise
provided by the Board. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, each option under the
Plan shall be assumed or an equivalent option shall be substituted
by such successor corporation or a parent or subsidiary of such
successor corporation, unless the Board determines, in the exercise
of its sole discretion and in lieu of such assumption or substitution,
that the participant shall have the right to exercise the option as to
all of the optioned stock, including shares as to which the option
would not otherwise be exercisable. If the Board makes an option
fully exercisable in lieu of assumption or substitution in the event
of a merger or sale of assets, the Board shall notify the participant
that the option shall be fully exercisable for a period of fifteen (15)
days from the date of such notice, and the option will terminate
upon the expiration of such period.
The Board may, if it so determines in the exercise of its
sole discretion, also make provision for adjusting the Reserves, as
well as the price per share of Common Stock covered by each
outstanding option, in the event that the Company effects one or
more reorganizations, recapitalizations, rights offerings or other
increases or reductions of shares of its outstanding Common Stock,
and in the event of the Company being consolidated with or
merged into any other corporation.
19. Amendment or Termination. The Board of
Directors of the Company may at any time terminate or amend the
Plan. Except as provided in paragraph 18, no such termination can
affect options previously granted, nor may an amendment make
any change in any option theretofore granted which adversely
affects the rights of any participant, nor may an amendment be
made without prior approval of the shareholders of the Company
(obtained in the manner described in paragraph 21) if such
amendment would increase the number of shares that may be
issued under the Plan.
20. Notices. All notices or other communications by a
participant to the Company under or in connection with the Plan
shall be deemed to have been duly given when received in the form
specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.
21. Shareholder Approval.
(a) Any required approval of the shareholders of
the Company shall be solicited substantially in accordance with
Section 14(a) of the Exchange Act and the rules and regulations
promulgated thereunder.
(b) If any required approval by the shareholders
of the Plan itself or of any amendment to increase the number of
shares reserved for issuance under the Plan is solicited at any time
other than in the manner described in paragraph 21(a) hereof, then
the Company shall, at or prior to the first annual meeting of
shareholders held subsequent to the granting of an option
hereunder to an officer or director do the following:
(i) furnish in writing to the holders
entitled to vote for the Plan substantially the same information
which would be required (if proxies to be voted with respect to
approval or disapproval of the Plan or amendment were then being
solicited) by the rules and regulations in effect under Section 14(a)
of the Exchange Act at the time such information is furnished; and
(ii) file with, or mail for filing to, the
Securities and Exchange Commission four copies of the written
information referred to in subsection (ii) hereof not later than the
date on which such information is first sent or given to
shareholders.
22. Conditions Upon Issuance of Shares. Shares shall
not be issued with respect to an option unless the exercise of such
option and the issuance and delivery of such shares pursuant
thereto shall comply with all applicable provisions of law,
domestic or foreign, including without limitation, the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the shares may
then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
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 of the
aforementioned applicable provisions of law.
23. Term of Plan. The Plan shall become effective upon the
earlier to occur of its adoption by the Board of Directors or its
approval by the shareholders of the Company as described in
paragraph 21. It shall continue in effect for a term of twenty (20)
years unless sooner terminated under paragraph 19.
EXHIBIT 4.5
CIRRUS LOGIC, INC.
1990 DIRECTORS' STOCK OPTION PLAN
(As adopted by the Board of Directors
on January 16, 1990)
(As amended May 25, 1993 and April 17, 1995)
1. Purposes of the Plan. The purposes of this
Directors' Stock Option Plan are to attract and retain the best
available personnel for service as Directors of the Company, to
provide additional incentive to the Outside Directors of the
Company to serve as Directors, and to encourage their continued
service on the Board.
All options granted hereunder shall be "nonstatutory
stock options."
2. Definitions. As used herein, the following
definitions shall apply:
(a) "Board" shall mean the Board of Directors
of the Company.
(b) "Code" shall mean the Internal Revenue
Code of 1986, as amended.
(c) "Common Stock" shall mean the Common
Stock of the Company.
(d) "Company" shall mean Cirrus Logic, Inc.,
a California corporation.
(e) "Continuous Status as a Director" shall
mean the absence of any interruption or termination of service as a
Director.
(f) "Director" shall mean a member of the
Board.
(g) "Employee" shall mean any person,
including officers and Directors, employed by the Company or any
Parent or Subsidiary of the Company. The payment of a Director's
fee by the Company shall not be sufficient in and of itself to
constitute "employment" by the Company.
(h) "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.
(i) "Option" shall mean a stock option granted
pursuant to the Plan.
(j) "Optioned Stock" shall mean the Common
Stock subject to an Option.
(k) "Optionee" shall mean an Outside Director
who receives an Option.
(l) "Outside Director" shall mean a Director
who is not an Employee.
(m) "Plan" shall mean this 1990 Directors'
Stock Option Plan.
(n) "Share" shall mean a share of the Common
Stock, as adjusted in accordance with Section 10 of the Plan.
For purposes of the Plan, the masculine pronoun wherever used
shall be read to include the feminine pronoun.
3. Stock Subject to the Plan. Subject to the provisions
of Section 11 of the Plan, the maximum aggregate number of
Shares which may be optioned and sold under the Plan is 370,000
Shares (the "Pool") of Common Stock. The Shares may be
authorized, but unissued, or reacquired Common Stock.
If an Option should expire or become unexercisable
for any reason without having been exercised in full, the
unpurchased Shares which were subject thereto shall, unless the
Plan shall have been terminated, become available for future grant
under the Plan. If Shares which were acquired upon exercise of an
Option are subsequently repurchased by the Company, such Shares
shall not in any event be returned to the Plan and shall not become
available for future grant under the Plan.
4. Administration of and Grants of Options under the
Plan.
(a) Administrator. Except as otherwise
required herein, the Plan shall be administered by the Board.
(b) Procedure for Grants. All grants of Options
hereunder shall be either Special Option Grants or Automatic
Option Grants. Special Option Grants shall be made at the
recommendation of the Board of Directors (exclusive of the
Optionee), in accordance with subsection (d) , hereof. Automatic
Option Grants shall be made in accordance with subsection (c) ,
hereof.
(c) Automatic Option Grants. All grants of
Options under this subsection shall be automatic and
nondiscretionary and shall be made strictly in accordance with the
following provisions:
(i) No person shall have any discretion
to select which Outside Directors shall be granted Options or to
determine the number of Shares to be covered by Options granted
to Outside Directors.
(ii) Each Outside Director shall be
automatically granted an Option to purchase 20,000 shares upon
the date (on or after the effective date of this Plan) on which such
person first becomes a Director, whether through election by the
shareholders of the Company or appointment by the Board of
Directors to fill a vacancy.
(iii) Each Outside Director shall
automatically receive, upon his annual reelection to the Board, an
Option to purchase 5,000 Shares of the Company's Common
Stock.
(iv) The terms of an Option granted
hereunder shall be as follows:
(A) the term of the Option shall
be five (5) years;
(B) the Option shall be
exercisable only while the Outside Director remains an Outside
Director of the Company or within seven (7) months of the date the
Outside Director ceases to serve as a Director, except as set forth in
Section 9;
(C) the exercise price per Share
shall be 100% of the fair market value per Share on the date of
grant of the Option;
(D) any Option granted pursuant
to subsections 4 (c) (ii) or (iii) above shall become immediately
exercisable; and
(E) stock subject to any Option
granted pursuant to subsections 4 (c) (ii) or (iii) above shall vest
cumulatively as to 25% of the aggregate number of Shares subject
to the Option on the first annual anniversary of the date of grant of
such Option and as to 1/48 of the total Shares each month
thereafter; provided, however, that if the Optionee ceases to serve
as an Outside Director of the Company for any reason other than
death, vesting shall cease as of date of such termination. In the
event that Optionee's service as an Outside Director shall cease due
to death, vesting shall continue in accordance with the rules set out
in subsection 8 (c) hereof.
(d) Special Option Grants. Notwithstanding
any limitations set forth elsewhere in this Plan, Special Option
Grants shall be made at the discretion of the Board (exclusive of
the Optionee) provided, however, that no Special Option shall
become exercisable unless approved by the shareholders of the
Company in accordance with Section 16 of the Plan. Special
Options may contain such terms as are specified by the Board and
approved by the shareholders, which may vary from the terms set
forth in this Plan for Automatic Options.
(e) Powers of the Board. Subject to the
provisions and restrictions of the Plan, the Board shall have the
authority, in its discretion: (i) to determine, upon review of
relevant information and in accordance with Section 7 (b) of the
Plan, the fair market value of the Common Stock; (ii) to
determine the exercise price per share of Options to be granted,
which exercise price with respect to Automatic Option Grants shall
be determined in accordance with Section 7 (a) of the Plan; (iii) to
interpret the Plan; (iv) to prescribe, amend and rescind rules and
regulations relating to the Plan; (v) to authorize any person to
execute on behalf of the Company any instrument required to
effectuate the grant of an Option previously granted hereunder; and
(vi) to make all other determinations deemed necessary or
advisable for the administration of the Plan.
(f) Effect of Board's Decision. All decisions,
determinations and interpretations of the Board shall be final and
binding on all Optionees and any other holders of any Options
granted under the Plan.
5. Eligibility. Options may by granted only to
Outside Directors. Options shall be granted as Automatic Options
in accordance with the terms set forth in Section 4 (c) hereof or as
Special Options in accordance with the terms set forth in Section 4
(d) hereof.
The Plan shall not confer upon any Optionee any
right with respect to continuation of service as a Director or
nomination to serve as a Director, nor shall it interfere in any way
with any rights which the Director or the Company may have to
terminate his directorship at any time.
6. Term of Plan. The Plan shall become effective
upon the earlier of (i) its adoption by the Board or (ii) its approval
by the shareholders of the Company as described in Section 16 of
the Plan. It shall continue in effect for a term of ten (10) years
unless sooner terminated under Section 12 of the Plan.
7. Exercise Price and Consideration.
(a) Exercise Price. The per Share exercise price
for the Shares to be issued pursuant to exercise of an Automatic
Option shall be 100% of the fair market value per Share on the date
of grant of the Option. The per share exercise price for Special
Options may be equal to or less than 100% of such fair market
value.
(b) Fair Market Value. The fair market value
shall be determined by the Board in its discretion; provided,
however, that where there is a public market for the Common
Stock, the fair market value per Share shall be the closing bid price
of the Common Stock in the over-the-counter market on the date of
grant, as reported in The Wall Street Journal (or, if not so reported,
as otherwise reported by the National Association of Securities
Dealers Automated Quotation ("NASDAQ") System) or, in the
event the Common Stock is traded on the NASDAQ National
Market System or listed on a stock exchange, the fair market value
per Share shall be the closing price on such system or exchange on
the date of grant of the Option, as reported in The Wall Street
Journal.
(c) Form of Consideration. The consideration
to be paid for the Shares to be issued upon exercise of an Option
shall consist entirely of cash, check, other Shares of Common
Stock having a fair market value on the date of surrender equal to
the aggregate exercise price of the Shares as to which said Option
shall be exercised (which, if acquired from the Company, shall
have been held for at least six months) , or any combination of
such methods of payment.
8. Exercise of Option.
(a) Procedure for Exercise; Rights as a
Shareholder.
Any Option granted hereunder shall be exercisable at such times as
are set forth in Section 4 hereof; provided, however, that no
Options shall be exercisable until shareholder approval of the Plan
in accordance with Section 16 hereof has been obtained.
An Option may not be exercised for a fraction of a
Share.
An Option shall be deemed to be exercised when
written notice of such exercise has been given to the Company in
accordance with the terms of the Option by the person entitled to
exercise the Option and full payment for the Shares with respect to
which the Option is exercised has been received by the Company.
Full payment may consist of any consideration and method of
payment allowable under Section 7 (c) of the Plan. 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 shareholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of
the Option. A share certificate for the number of Shares so
acquired shall be issued to the Optionee as soon as practicable after
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 Section 10 of the Plan.
Exercise of an Option in any manner shall result in
a decrease in the number of Shares which thereafter may be
available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is
exercised.
(b) Termination of Status as a Director. If an
Outside Director ceases to serve as a Director or is unable to
continue his service as a Director with the Company as a result of
his total and permanent disability (as defined in Section 22 (e) (3)
of the Internal Revenue Code of 1986, as amended) , he may
exercise his Option, but only within seven (7) months after the date
he ceases to be a Director of the Company, and only to purchase
vested Shares. To the extent that he was not entitled to exercise an
Option at the date of such termination, or if he does not exercise
such Option (which he was entitled to exercise) within the time
specified herein, the Option shall terminate.
(c) Death of Optionee. Notwithstanding the
provisions of Section 8 (b) above, in the event of the death of an
Optionee;
(i) during the term of the Option, who is
at the time of his death an Outside Director of the Company and
who shall have been in Continuous Status as a Director since the
date of grant of the Option, the Option may be exercised, at any
time within seven (7) months following the date of death, by the
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
Shares that had vested at the date of termination; or
(ii) within seven (7) months after the
termination of Continuous Status as a Director, the Option may be
exercised, at any time within seven (7) months following the
termination of the Optionee's Continuous Status as a Director, or
three (3) months after the date of death, whichever is later, by the
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
Shares that had vested at the date of termination.
(d) Rule 16b-3. Any option exercise by an
Outside Director under this Plan shall comply with Section 16 (b)
of the Exchange Act and Rule 16b-3 (or any successor rule)
promulgated thereunder ("Rule 16b-3") (or any successor rule)
promulgated thereunder ("Rule 16b-3") and shall contain any such
additional conditions or restrictions as may be required thereunder
to qualify for the maximum exemption from Section 16 of the
Exchange Act with respect to Plan transactions.
9. Non-Transferability of Options. The Option may
not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of
the Optionee, only by the Optionee.
10. Adjustments Upon Changes in Capitalization or
Merger. Subject to any required action by the shareholders of the
Company, the number of shares of Common Stock covered by
each outstanding Option, and the number of shares of Common
Stock which have been authorized for issuance under the Plan but
as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option,
as well as the price per share of Common Stock covered by each
such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or
any other increase or decrease in the number of issued shares of
Common Stock effected without receipt of consideration by the
Company; 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 Board, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided
herein, 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 thereof shall be made with
respect to, the number or price of shares of Common Stock subject
to an Option.
In the event of the proposed dissolution or
liquidation of the Company, the Option will terminate immediately
prior to the consummation of such proposed action. In the event of
a proposed sale of all or substantially all of the assets of the
Company, or the merger of the Company with or into another
corporation, the Option shall be assumed or an equivalent option
shall be substituted by such successor corporation or a parent or
subsidiary of such successor corporation. In the event that such
successor corporation refuses to assume the Option or to substitute
an equivalent Option, the Board shall, in lieu of such assumption
or substitution, provide that the Optionee shall have the right to
exercise the Option as to all of the Optioned Shares, including
Shares as to which the Option would not otherwise be exercisable,
or that the restrictions on unvested Shares shall be removed, as the
case may be. If the Board makes an Option fully exercisable in
lieu of assumption or substitution in the event of a merger or sale
of assets, the Board shall notify the Optionee that the Option shall
be fully exercisable for a period of fifteen (15) days from the date
of such notice, and the Option will terminate upon the expiration of
such period.
11. Time of Granting Options. The date of grant of an
Option shall, for all purposes, be the date determined in accordance
with Section 4 hereof. Notice of the determination shall be given
to each Outside Director to whom an Option is so granted within a
reasonable time after the date of such grant.
12. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board
may amend, alter, suspend or discontinue the Plan, but no
amendment, suspension or discontinuation shall be made which
would impair the rights of any Optionee under any grant
theretofore made, without his or her consent. To the extent
necessary and desirable to comply with Rule 16b-3, the Company
shall obtain shareholder approval of any Plan amendment or option
grant in such manner and to such a degree as required.
(b) Effect of Amendment or Termination. Any
such amendment or termination of the Plan shall not affect Options
already granted and such Options shall remain in full force and
effect as if this Plan had not been amended or terminated, unless
mutually agreed otherwise between the Optionee and the Board,
which agreement must be in writing and signed by the Optionee
and the Company.
13. Conditions Upon Issuance of Shares. 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 relevant provisions of
law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated
thereunder, state securities laws, and the requirements of any stock
exchange upon which the Shares may then be listed, and shall be
further subject to the approval of counsel for the Company with
respect to such compliance.
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 representation is required by
any of the aforementioned relevant provisions of law.
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.
14. Reservation of Shares. The Company, during the
term of this Plan, will at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the requirements
of the Plan.
15. Option Agreement. Options shall be evidenced by
written option agreements in such form as the Board shall approve.
16. Shareholder Approval.
(a) Continuance of the Plan shall be subject to
approval by the shareholders of the Company at or prior to the first
annual meeting of shareholders held subsequent to the granting of
an Option hereunder. If such shareholder approval is obtained at a
duly held shareholders' meeting, it may be obtained by the
affirmative vote of the holders of a majority of the outstanding
shares of the Company present or represented and entitled to vote
thereon. If such shareholder approval is obtained by written
consent, it may be obtained by the written consent of the holders of
a majority of the outstanding shares of the Company.
(b) Any required approval of the shareholders of
the Company shall be solicited substantially in accordance with
Section 14 (a) of the Exchange Act and the rules and regulations
promulgated thereunder.
17. Information to Optionees. The Company shall
provide to each Optionee, during the period for which such
Optionee has one or more Options outstanding, copies of all annual
reports to shareholders, proxy statements and other information
provided to all shareholders of the Company.
EXHIBIT 5.1
December 26, 1995
Cirrus Logic, Inc.
3100 West Warren Avenue
Fremont, CA 94538
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be
filed by you with the Securities and Exchange Commission on or
about December 28, 1995 (the "Registration Statement"), in
connection with the registration under the Securities Act of
1933, as amended, of 1,800,000, 800,000 and 80,000 shares of your
Common Stock, no par value (the "Shares"), reserved for issuance
pursuant to the Amended 1987 Stock Option Plan, the Amended 1989
Employee Stock Purchase Plan and the Amended 1990 Directors'
Stock Option Plan, respectively (collectively, the "Plans"). As
your legal counsel, we have examined the proceedings taken and
are familiar with the proceedings proposed to be taken by you in
connection with the sale and issuance of the Shares under the
Plans.
It is our opinion that, when issued and sold in the manner
referred to in the Plans pursuant to the forms of agreement which
accompany the Plans, the Shares 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
amendment thereto.
Very truly yours,
/s/ WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Amended
1987 Stock Option Plan, Amended 1989 Employee Stock Purchase
Plan and Amended 1990 Directors' Stock Option Plan of Cirrus
Logic, Inc. of our report dated April 25 1995, with respect
to the consolidated financial statements and schedule of
Cirrus Logic, Inc. included in its Annual Report (Form 10-K)
for the year ended April 1, 1995, filed with the Securities
and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
December 22, 1995
