<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_]Preliminary Proxy Statement [_]CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
CIRRUS LOGIC, INC.
---------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CIRRUS LOGIC, INC.
---------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14a.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------
(5) Total fee paid:
-------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------
(3) Filing Party:
-------------------------------
(4) Date Filed:
-------------------------------
<PAGE>
[LOGO OF CIRRUS LOGIC(R)]
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 1, 1996
TO THE SHAREHOLDERS OF CIRRUS LOGIC, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Cirrus
Logic, Inc. (the "Company"), a California corporation, will be held on
Thursday, August 1, at 3:30 p.m., local time, at the offices of the Company,
3100 West Warren Avenue, Fremont, California 94538 for the following purposes:
1. To elect directors to serve for the ensuing year and until their
successors are duly elected.
2. To approve an amendment to the Company's 1989 Employee Stock Purchase
Plan that will increase the number of shares of Common Stock available
for grant under the plan by 600,000 shares.
3. To adopt the 1996 Stock Plan and approve the reservation and
authorization of 2,500,000 shares of Common Stock reserved for issuance
under the terms of the plan.
4. To ratify the appointment of Ernst & Young LLP as independent auditors of
the Company.
5. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only shareholders of record at the close of business on June 3, 1996, are
entitled to notice of and to vote at the meeting and any continuation or
adjournment thereof.
For the Board of Directors
Robert F. Donohue, Secretary
Fremont, California
June 14, 1996
YOUR VOTE IS IMPORTANT
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN
PERSON. HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE
URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE IN THE POSTAGE-PAID ENVELOPE ENCLOSED FOR THAT PURPOSE. RETURNING
YOUR PROXY WILL HELP THE COMPANY ASSURE A QUORUM AND AVOID THE ADDITIONAL
EXPENSE OF DUPLICATE PROXY SOLICITATIONS. IF YOU ATTEND THE MEETING, YOU
MAY VOTE IN PERSON EVEN IF YOU HAVE RETURNED THE PROXY.
<PAGE>
[LOGO OF CIRRUS LOGIC(R)]
----------------
PROXY STATEMENT
1996 ANNUAL MEETING OF SHAREHOLDERS
AUGUST 1, 1996
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
Cirrus Logic, Inc. (the "Company") for use at the Annual Meeting of
Shareholders to be held on Thursday, August 1, 1996, at 3:30 p.m., local time
(the "Annual Meeting"), or at any continuation or adjournment thereof, for the
purposes set forth herein and in the accompanying Notice of Annual Meeting of
Shareholders. The Annual Meeting will be held at the principal offices of the
Company, located at 3100 West Warren Avenue, Fremont, California 94538. The
telephone number at this address is (510) 623-8300.
These proxy solicitation materials and the Company's Annual Report to
Shareholders for the fiscal year ended March 30, 1996, including financial
statements, were mailed on or about June 14, 1996 to all shareholders entitled
to vote at the Annual Meeting.
THE SHARE NUMBERS IN THIS PROXY STATEMENT HAVE BEEN ADJUSTED TO REFLECT THE
STOCK SPLIT WHICH WAS EFFECTIVE IN JULY 1995.
RECORD DATE AND SHARE OWNERSHIP
Only shareholders of record at the close of business on June 3, 1996 (the
"Record Date") are entitled to receive notice of and to vote at the Annual
Meeting. As of the Record Date, the Company had 64,260,990 shares of Common
Stock outstanding. For information regarding holders of more than 5% of the
outstanding Common Stock, see "Share Ownership of Directors, Executive
Officers and Certain Beneficial Owners."
REVOCABILITY OF PROXIES
Any person giving a proxy in the form accompanying this proxy statement has
the power to revoke it at any time before it is voted. It may be revoked by
filing, with the Secretary of the Company at the Company's principal offices,
3100 West Warren Avenue, Fremont, California 94538, a written notice of
revocation or a duly executed proxy bearing a later date, or it may be revoked
by attending the meeting and voting in person.
VOTING AND SOLICITATION
Each shareholder voting for the election of directors may cumulate his or
her votes, giving one candidate a number of votes equal to the number of
directors to be elected multiplied by the number of shares that the
shareholder is entitled to vote, or distributing the shareholder's votes on
the same principle among as many
<PAGE>
candidates as the shareholder chooses, provided that votes may not be cast for
more than seven (7) candidates. However, no shareholder shall be entitled to
cumulate votes for any candidate unless the candidate's name has been properly
placed in nomination prior to the voting and the shareholder, or any other
shareholder, has given notice at the meeting prior to the voting of the
intention to cumulate votes. On all other matters, each share has one vote.
The cost of this solicitation will be borne by the Company. The Company has
retained Skinner & Co. to aid in the solicitation of proxies from
shareholders, banks and other institutional nominees. The fees and expenses of
this solicitation are not expected to exceed $6,000. In addition, the Company
may reimburse brokerage firms and other persons representing beneficial owners
of shares for their expenses in forwarding solicitation materials to such
beneficial owners. Original solicitation of proxies by mail may be
supplemented by telephone, telegram or personal solicitations by directors,
officers or employees of the Company. No additional compensation will be paid
for any such services.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual Meeting is
a majority of the shares of Common Stock issued and outstanding on the Record
Date. Shares that are voted "FOR", "AGAINST" or "WITHHELD FROM" a matter are
treated as being present at the meeting for purposes of establishing a quorum
and are also treated as shares "represented and voting" (the "Votes Cast") at
the Annual Meeting with respect to such matter.
While there is no definitive statutory or case law authority in California
as to the proper treatment of abstentions, the Company believes that
abstentions should be counted for purposes of determining both (i) the
presence or absence of a quorum for the transaction of business and (ii) the
total number of Votes Cast with respect to a proposal (other than the election
of directors). In the absence of controlling precedent to the contrary, the
Company intends to treat abstentions in this manner. Accordingly, abstentions
will have the same effect as a vote against the proposal.
Broker non-votes will be counted for purposes of determining the presence or
absence of a quorum for the transaction of business, but will not be counted
for purposes of determining the number of Votes Cast with respect to the
proposal on which the broker has expressly not voted. Thus, a broker non-vote
will not affect the outcome of the voting on a proposal.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Proposals of shareholders of the Company that are intended to be presented
by such shareholders at the Company's 1997 Annual Meeting of Shareholders must
be received by the Company no later than February 14, 1997, in order that they
may be considered for possible inclusion in the proxy statement and form of
proxy relating to that meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
A board of seven (7) directors is to be elected at the Annual Meeting.
Unless otherwise instructed, the proxy holders will vote the proxies received
by them for the Company's nominees named below. All nominees are currently
directors of the Company. Mr. David L. Lyon is not standing for reelection. In
the event that any nominee of the Company is unable or declines to serve as a
director at the time of the Annual Meeting, the proxies will be voted for any
nominee who shall be designated by the current Board of Directors to fill the
vacancy. It is not expected that any nominee will be unable or will decline to
serve as a director. In the event that additional persons are nominated for
election as directors, the proxy holders intend to vote all proxies
2
<PAGE>
received by them in such a manner and in accordance with cumulative voting as
will assure the election of as many of the nominees listed below as possible,
and in such event the specific nominees to be voted for will be determined by
the proxy holders. The term of office of each person elected as a director
will continue until the next Annual Meeting of Shareholders or until a
successor has been duly elected and qualified.
NOMINEES FOR DIRECTOR
Set forth below is certain information regarding the nominees:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION WITH THE COMPANY SINCE
---- --- ------------------------- --------
<S> <C> <C> <C>
Michael L. Hackworth
(1)(4).................. 55 President, Chief Executive Officer and Director 1985
Suhas S. Patil (1)(4)... 51 Chairman of the Board, Executive Vice President, 1984
Products and Technology, and Director
C. Gordon Bell (4)...... 61 Director 1990
D. James Guzy (1)(4).... 60 Director 1984
C. Woodrow Rea, Jr.
(2)(3)(4) 48 Director 1985
Walden C. Rhines (1)(3). 49 Director 1995
Robert H. Smith (2)(3).. 59 Director 1990
</TABLE>
- --------
(1) Member of the Executive Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee
(4) Member of the Nominating Committee
Mr. Hackworth, a founder of the Company, has served as President, Chief
Executive Officer and a Director of the Company since January 1985.
Dr. Patil, a founder of the Company, has served as Chairman of the Board and
Director since the Company was founded in 1984. He served as Vice President,
Research and Development until March 1990, when he became Executive Vice
President, Products and Technology.
Dr. Bell has been a Senior Researcher with Microsoft Corporation since
August 1995. He was a computer consultant from November 1991 until August 1995
and Chief Scientist for Stardent Computer, a manufacturer of high-performance
graphics super-computers, from November 1987 until November 1991.
Mr. Guzy has been President of Arbor Company, a Nevada limited partnership
engaged in the electronics and computer industry, since 1969. He is also a
director of Intel Corporation, Micro Component Technology, Inc., Novellus
Systems, Inc., Davis Selected Advisors Group of Mutual Funds and Alliance
Capital Management Technology Fund.
Mr. Rea is a private investor. He was President and Chief Executive Officer
and a director of Spectrian, a communications electronics company, from
January 1992 until April 1996. From April 1984 to January 1992, he was a
general partner of the New Enterprise Associates group of venture capital
partnerships. He is also a director of Molecular Dynamics, Inc.
Dr. Rhines has been President and Chief Executive Officer and a director of
Mentor Graphics Corporation, a maker of electronic design automation products,
since October 1993. Previously, he was Executive Vice President, Semiconductor
Group at Texas Instruments, Inc. from May 1987 to October 1993. He is also a
director of TriQuint Semiconductor.
3
<PAGE>
Mr. Smith is currently retired. From June 1994 to September 1994, he was
Chairman of the Board of Micro Component Technology, Inc., an equipment
manufacturer. He was President of Maxwell Communication Corporation North
America, a printing, publishing, telecommunications and information management
company, from August 1988 to July 1990.
There are no family relationships between any directors or executive
officers of the Company.
BOARD MEETINGS AND COMMITTEES
During the fiscal year ended March 30, 1996 (the "Last Fiscal Year"), the
Board of Directors held ten (10) meetings. Each of the incumbent directors
attended at least 75% of the aggregate of all meetings of the Board of
Directors and of the committees, if any, upon which such director served.
The Board of Directors has four (4) standing committees: the Executive
Committee, the Audit Committee, the Compensation Committee, and the Nominating
Committee.
The Executive Committee, which consists of directors Guzy, Hackworth, Patil
and Rhines, was established to work on special projects as may be designated
from time to time by the Board of Directors. During the Last Fiscal Year, the
Executive Committee met two (2) times.
The Audit Committee, which consists of directors Rea and Smith, was
established to review, in consultation with the independent auditors, the
Company's financial statements, accounting and other policies, accounting
systems and system of internal controls. The Audit Committee met four (4)
times during the Last Fiscal Year.
The Compensation Committee, which consists of directors Rea, Rhines and
Smith, was established to grant stock options under the Company's Option Plans
and to review the Company's programs relating to the recruitment, retention
and motivation of employees, the Variable Compensation Plans and other similar
programs for recommendation to the Board of Directors. The Compensation
Committee met eighteen (18) times during the Last Fiscal Year, twelve (12) of
which were regularly scheduled monthly telephonic meetings to approve stock
option grants.
The Nominating Committee, which consists of directors Bell, Guzy, Hackworth,
Patil and Rea, was established to seek qualified candidates for nomination to
the Board. There were no meetings of the Nominating Committee during the last
fiscal year. The Nominating Committee intends to conduct its evaluation of
potential candidates independently and confidentially; therefore, it does not
intend to accept shareholder recommendations of candidates.
COMPENSATION OF DIRECTORS
Non-employee directors are compensated as follows: a retainer of $4,000
shall be paid each quarter; a fee of $2,000 per day shall be paid for each
regular or special meeting of the Board of Directors or committee meetings
attended in person; a fee of $2,000 per day shall be paid for consulting
services; and travel expenses will be reimbursed for any director who travels
more than 50 miles to attend a meeting. During the Last Fiscal Year,
consulting fees in the amounts of $250 and $1,000 were paid to directors Guzy
and Bell, respectively, for Board of Directors related services performed at
the request of the Board or the President.
In addition, in January 1990 the Company adopted a Directors' Stock Option
Plan (the "Directors' Plan"), which was approved by the shareholders in July
1990. Under the terms of the Directors' Plan, each non-employee director is
automatically granted, on the date he or she first becomes a director, an
initial option to purchase 20,000 shares and, on the date of his or her annual
reelection to the Board, an additional option to purchase 5,000 shares. The
exercise price of the automatic options is the fair market value of the Common
Stock as determined by the closing price reported by the Nasdaq National Market
on the date of grant. Options granted under the Directors' Plan have a five-year
term and vest over four years: one-quarter (1/4) of the shares vest one year
from the date of grant and one forty-eighth (1/48th) of the total shares vest
each month thereafter.
4
<PAGE>
On August 1, 1995, automatic options were granted to C. Gordon Bell, D.
James Guzy, C. Woodrow Rea, Walden C. Rhines and Robert H. Smith to purchase
5,000 shares of Common Stock at an exercise price of $44.50 per share, the
fair market value on the date of grant.
VOTE REQUIRED
The seven (7) nominees receiving the highest number of affirmative votes of
the shares entitled to be voted for them shall be elected as directors. Votes
withheld from any director are counted for purposes of determining the
presence or absence of a quorum for the transaction of business, but have no
other legal effect in the election of directors under California law.
PROPOSAL 2
APPROVAL OF AN AMENDMENT TO THE 1989 EMPLOYEE
STOCK PURCHASE PLAN
The Company's 1989 Employee Stock Purchase Plan (the "Purchase Plan") was
adopted by the Board of Directors in March 1989 and approved by the
shareholders in May 1989. A total of 200,000 shares of Common Stock were
initially reserved for issuance thereunder. By subsequent amendments to the
Purchase Plan, the shares reserved have been increased to 2,800,000 shares.
PROPOSED AMENDMENT TO THE PURCHASE PLAN
On May 21, 1996, the Board of Directors approved an amendment to the
Purchase Plan to further increase the aggregate number of shares authorized
for issuance thereunder by 600,000 shares, bringing the total number of shares
reserved under the Purchase Plan to 3,400,000 shares. Proposal 2 seeks
shareholder approval of this amendment.
The Board considers the increase in shares necessary to meet the Company's
current needs. The Board further believes that the Purchase Plan is an
integral component of the Company's benefits program that is intended to
provide employees with an incentive to exert maximum effort for the success of
the Company and to participate in that success through the acquisition of the
Company's Common Stock. As of March 30, 1996, approximately 2,000 or 63% of
the Company's eligible employees were participating in the Purchase Plan.
VOTE REQUIRED
The affirmative vote of a majority of the Votes Cast will be required to
approve the amendment to the Purchase Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
The essential provisions of the Purchase Plan are outlined below.
ADMINISTRATION
The Purchase Plan is administered by the Compensation Committee of the Board
of Directors.
ELIGIBILITY
Only employees may participate in the Purchase Plan. For this purpose, an
"employee" is any person who is regularly employed at least twenty (20) hours
per week and five (5) months per calendar year by the Company
5
<PAGE>
or any of its majority-owned subsidiaries. No employee shall be permitted to
subscribe for shares under the Purchase Plan if, immediately after the grant
of the option, the employee would own five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or its
subsidiaries (including stock issuable upon exercise of options held by him or
her), nor shall any employee be granted an option that would permit him or her
to buy more than $25,000 worth of stock (determined at the fair market value
of the shares at the time the option is granted) under the Purchase Plan in
any calendar year. As of December 31, 1995 (the last enrollment date), there
were approximately 3,230 employees eligible to participate in the Purchase
Plan, of whom approximately 2,300 were participants.
OFFERING PERIOD
There is generally one offering under the Purchase Plan during each six (6)
month period. The first offering period commenced on June 8, 1989, and
terminated on December 31, 1989. Subsequent offering periods were January 1
through June 30 and July 1 through December 31. Since the Compensation
Committee has the power to change the duration of future offering periods, on
May 24, 1994, the offering periods were amended to coincide with the
accounting and payroll schedules and include thirteen pay periods per
offering. Accordingly, the current offering will end on June 29, 1996. The
offering periods shall continue until the Purchase Plan is terminated. The
first day of an offering period is referred to as the "Offering Date." The
last day of an offering period is referred to as the "Exercise Date."
PURCHASE PRICE
The purchase price per share at which shares will be sold in an offering
under the Purchase Plan is the lower of (i) eighty-five percent (85%) of the
fair market value of a share of Common Stock on the Offering Date or (ii)
eighty-five percent (85%) of the fair market value of a share of Common Stock
on the Exercise Date. The fair market value of the Common Stock on a given
date shall be the closing price as reported in the Wall Street Journal.
PAYMENT OF PURCHASE PRICE; PAYROLL DEDUCTIONS
The purchase price of the shares is accumulated by payroll deductions over
the offering period. The Purchase Plan provides that the aggregate of such
payroll deductions during the offering period shall not exceed fifteen percent
(15%) of total compensation during said offering period. However, beginning
with the offering of July 1, 1990, each participant was limited to ten percent
(10%) of base compensation and the right to purchase a maximum of 500 shares
in each offering. Such restrictions will apply until the Compensation
Committee takes further action. During the offering period, a participant may
discontinue his or her participation in the Purchase Plan, and may decrease
but not increase the rate of payroll deductions.
All payroll deductions made for a participant are credited to the
participant's account under the Purchase Plan and are included with the
general funds of the Company. Funds received upon sales of stock under the
Purchase Plan are used for general corporate purposes.
WITHDRAWAL
A participant may terminate his or her interest in a given offering by
signing and delivering to the Company a notice of withdrawal from the Purchase
Plan at least fifteen (15) days prior to the Exercise Date of the offering
period.
TERMINATION OF EMPLOYMENT
Termination of a participant's employment for any reason, including
retirement or death, cancels his or her participation in the Purchase Plan
immediately. In such event the payroll deductions credited to the
participant's account will be returned without interest to such participant or
his or her heirs.
6
<PAGE>
CAPITAL CHANGES
In the event of any changes in the capitalization of the Company effected
without receipt of consideration by the Company, such as stock splits or stock
dividends, resulting in an increase or decrease in the number of outstanding
shares of Common Stock, proportionate adjustments will be made by the Company
in the shares subject to purchase and in the price per share.
EFFECT OF LIQUIDATION, DISSOLUTION, SALE OF ASSETS OR MERGER
In the event of liquidation or dissolution of the Company, an employee's
participation in the Purchase Plan will be terminated immediately before
consummation of such event unless otherwise provided by the Board. In the
event of a sale of all or substantially all of the assets of the Company or a
merger of the Company with or into another corporation, the employee's rights
may be satisfied by assumption of the Company's obligations by such acquiring
or successor corporation. If such corporation refuses to assume those
obligations, the Board shall allow the immediate exercise of the employee's
rights for fifteen (15) days, after which the employee's rights under the
Purchase Plan shall terminate.
AMENDMENT AND TERMINATION OF THE PLAN
The Board may at any time amend or terminate the Purchase Plan, except that
no such termination shall affect options previously granted and no amendment
shall make any change in an option granted prior thereto that adversely
affects the rights of any participant. Under the Purchase Plan, an amendment
to increase the number of shares reserved for issuance requires the approval
of the shareholders of the Company. The Plan will terminate in March 2009,
unless terminated earlier by the Board.
TAX INFORMATION
The Purchase Plan, and the right of participants to make purchases
thereunder, is intended to qualify under the provisions of Sections 421 and
423 of the Internal Revenue Code of 1986, as amended (the "Code"). Under these
provisions, no income will be taxable to a participant until the shares
purchased under the Purchase Plan are sold or otherwise disposed of. Upon sale
or other disposition of the shares, the participant will generally be subject
to tax and the amount of the tax will depend upon the holding period. If the
shares are sold or otherwise disposed of more than two (2) years from the
Offering Date, the participant will recognize ordinary income measured as the
lesser of (a) the excess of the fair market value of the shares at the time of
such sale or disposition over the purchase price, or (b) an amount equal to
15% of the fair market value of the shares as of the Offering Date. Any
additional gain will be treated as long-term capital gain. If the shares are
sold or otherwise disposed of before the expiration of this holding period,
the participant will recognize ordinary income generally measured as the
excess of the fair market value of the shares on the date the shares are
purchased over the purchase price. Any additional gain or loss on such sale or
disposition will be long-term or short-term capital gain or loss, depending on
the holding period. The Company generally is not entitled to a deduction for
amounts taxed as ordinary income or capital gain to a participant, except to
the extent of ordinary income recognized by participants upon a sale or
disposition of shares prior to the expiration of the holding period(s)
described above and subject to the limitation on deductibility set forth in
Section 162(m) of the Code.
The foregoing is only a summary of the effect of federal income taxation
laws upon the participant and the Company with respect to the shares purchased
under the Purchase Plan. Reference should be made to the applicable provisions
of the Code. In addition, the summary does not discuss the tax consequences of
a participant's death or the income tax laws of any state or foreign country
in which the participant may reside.
PARTICIPATION IN THE PURCHASE PLAN
Participation in the Purchase Plan is voluntary and is dependent on each
eligible employee's election to participate and his or her respective
determination as to the level of payroll deductions. Accordingly, future
7
<PAGE>
purchases under the Purchase Plan are not determinable. The following table
sets forth information with respect to the shares purchased during the Last
Fiscal Year by (i) the executive officers named in the Summary Compensation
Table below (the "Named Officers"), (ii) all current executive officers as a
group, and (iii) all other employees as a group who participated in the
Purchase Plan.
<TABLE>
<CAPTION>
NUMBER OF DOLLAR
SHARES VALUE
NAME (OR GROUP) AND POSITION PURCHASED (#) ($)(1)
---------------------------- ------------ ----------
<S> <C> <C>
Michael L. Hackworth 1,329 $ 19,858
Chief Executive Officer and President
Sam S. Srinivasan 1,329 $ 19,858
Senior Vice President, Finance and Administration,
Chief Financial Officer, Treasurer and Secretary
Suhas S. Patil 1,329 $ 19,858
Chairman of the Board and Executive Vice
President, Products and Technology
Douglas J. Bartek 1,329 $ 19,858
President, Visual and Systems
Interface Products
William D. Caparelli 764 $ 10,882
Senior Vice President, Worldwide Sales
George N. Alexy 483 $ 1,431
Senior Vice President, Marketing
All current executive officers as a group
(14 persons) 13,587 $ 190,197
All other employees as a group (1,789 persons) 580,233 $7,678,644
</TABLE>
- --------
(1) Market value on the date of purchase, minus the purchase price under the
Purchase Plan.
PROPOSAL 3
APPROVAL OF THE 1996 STOCK PLAN
The 1987 Stock Option Plan currently in effect terminates on May 1, 1997.
Consequently, on May 21, 1996, the Board of Directors adopted, subject to
shareholder approval at the 1996 Annual Meeting, the 1996 Stock Plan (the
"1996 Stock Plan") with 2,500,000 shares of Common Stock initially reserved
for issuance under the 1996 Stock Plan.
Stock options play a key role in the Company's ability to recruit, reward
and retain executives and key employees. Technology companies have
historically used stock options as an important part of recruitment and
retention packages. The Company competes directly with these technology
companies for experienced executives and engineers and must be able to offer
comparable packages to attract the caliber of individual that the Company
believes is necessary to provide the growth that shareholders desire. The 1996
Stock Plan provides for the grant of options and stock purchase rights to
employees and consultants to provide additional incentive to encourage their
continued service to the Company.
VOTE REQUIRED
The affirmative vote of a majority of the Votes Cast will be required to
approve the adoption of the 1996 Stock Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 3.
8
<PAGE>
The essential provisions of the 1996 Stock Plan are outlined below.
SUMMARY OF THE 1996 STOCK PLAN
GENERAL. The purpose of the 1996 Stock Plan is to attract and retain the
best available personnel for positions of substantial responsibility with the
Company, to provide additional incentive to the employees and consultants of
the Company and to promote the success of the Company's business. Options and
stock purchase rights may be granted under the 1996 Stock Plan. Options
granted under the 1996 Stock Plan may be either "incentive stock options," as
defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or nonstatutory stock options.
ADMINISTRATION. The 1996 Stock Plan may generally be administered by the
Board or the Committee appointed by the Board. However, with respect to grants
of options to employees who are also officers or directors of the Company
("Insiders"), the 1996 Stock Plan will be administered by: (i) the Board if
the Board may administer the 1996 Stock Plan in a manner complying with Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") or any successor rule thereto ("Rule 16b-3") with respect to a
plan under which discretionary grants and awards of equity securities are to
be made to Insiders; or (ii) a committee designated by the Board to administer
the 1996 Stock Plan, which committee shall be constituted to comply with the
rules under Rule 16b-3 governing a plan under which discretionary grants and
awards of equity securities are to be made to Insiders. The administrators of
the 1996 Stock Plan are referred to herein as the "Administrator".
ELIGIBILITY; LIMITATIONS. Nonstatutory stock options and stock purchase
rights may be granted under the 1996 Stock Plan to employees and consultants
of the Company and any parent or subsidiary of the Company. Incentive stock
options may be granted only to employees. The Administrator, in its
discretion, selects the employees and consultants to whom options and stock
purchase rights may be granted, the time or times at which such options and
stock purchase rights shall be granted, and the number of shares subject to
each such grant.
Section 162(m) of the Code places limits on the deductibility for federal
income tax purposes of compensation paid to certain executive officers of the
Company. In order to preserve the Company's ability to deduct the compensation
income associated with options granted to such persons, the 1996 Stock Plan
provides that no employee may be granted, in any fiscal year of the Company,
options to purchase more than 400,000 shares of Common Stock. Notwithstanding
this limit, however, in connection with an employee's initial employment, he
or she may be granted options to purchase up to an additional 800,000 shares
of Common Stock.
TERMS AND CONDITIONS OF OPTIONS. Each option is evidenced by a stock option
agreement between the Company and the optionee, and is subject to the
following additional terms and conditions;
(a) EXERCISE PRICE. The Administrator determines the exercise price of
options at the time the options are granted. The exercise price of an
incentive stock option may not be less than 100% of the fair market value of
the Common Stock on the date such option is granted. The fair market value of
the Common Stock is generally determined with reference to the closing sale
price for the Common Stock (or the closing bid if no sales were reported) on
the date the option is granted.
(b) EXERCISE OF OPTION; FORM OF CONSIDERATION. The Administrator determines
when options become exercisable, and may in its discretion, accelerate the
vesting of any outstanding option. Stock options granted under the 1996 Stock
Plan generally vest and become exerciseable over four years. The means of
payment for shares issued upon exercise of an option is specified in each
option agreement. The 1996 Stock Plan permits payment to be made by cash,
check, promissory note, other shares of Common Stock of the Company (with some
restrictions), cashless exercises, a reduction in the amount of any Company
liability to the optionee, any other form of consideration permitted by
applicable law, or any combination thereof.
(c) TERM OF OPTION. The Administrator determines the terms of each option,
provided that the term of an incentive stock option may be no more than ten
(10) years from the date of grant. No option may be exercised after the
expiration of its term.
9
<PAGE>
(d) TERMINATION OF EMPLOYMENT. If an optionee's employment or consulting
relationship terminates for any reason (other than death or disability), then
all options held by the optionee under the 1996 Stock Plan expire on the
earlier of (i) the date set forth in his or her notice of grant or (ii) the
expiration date of such option. To the extent the option is exercisable at the
time of such termination, the optionee may exercise all or part of his or her
option at any time before termination.
(e) DEATH OR DISABILITY. If an optionee's employment or consulting
relationship terminates as a result of death or disability, then all options
held by such optionee under the 1996 Stock Plan expire on the earlier of (i)
12 months from the date of such termination or (ii) the expiration date of
such option. The optionee (or the optionee's estate or the person who acquires
the right to exercise the option by bequest or inheritance), may exercise all
or part of the option at any time before such expiration to the extent that
the option was exercisable at the time of such termination.
(f) NONTRANSFERABILITY OF OPTIONS: Options granted under the 1996 Stock Plan
are not transferable other than by will or the laws of descent and
distribution, and may be exercisable during the optionee's lifetime only by
the optionee.
(g) OTHER PROVISIONS: The stock option agreement may contain other terms,
provisions and conditions not inconsistent with the 1996 Stock Plan as may be
determined by the Administrator.
STOCK PURCHASE RIGHTS. A stock purchase right gives the purchaser a period
of no longer than 90 days from the date of grant to purchase Common Stock. A
stock purchase right is accepted by the execution of a restricted stock
purchase agreement between the Company and the purchaser, accompanied by the
payment of the purchase price of the shares. Unless the Administrator
determines otherwise, the restricted stock purchase agreement shall give the
Company a repurchase option exercisable upon the voluntary or involuntary
termination of the purchaser's employment or consulting relationship with the
Company for any reason (including death and disability). The purchase price
for any shares repurchased by the Company shall be the original price paid by
the purchaser. The repurchase option lapses at a rate determined by the
Administrator. A stock purchase right is nontransferable other than by will or
the laws of descent and distribution, and may be exercisable during the
optionee's lifetime only by the optionee. The aggregate number of shares
subject to grants or stock purchase rights may not exceed 10% of the shares
subject to the 1996 Stock Plan.
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event that the stock of
the Company changes by reason of any stock split, reverse stock split, stock
dividend, combination, reclassification or other similar change in the capital
structure of the Company effected without the receipt of consideration,
appropriate adjustments shall be made in the number and class of shares of
stock subject to the 1996 Stock Plan, the number and class of shares of stock
subject to any option or stock purchase right outstanding under the 1996 Stock
Plan, and the exercise price of any such outstanding option or stock purchase
right.
In the event of a liquidation or dissolution, any unexercised options or
stock purchase rights will terminate. The Administrator may, in its discretion
provide that each optionee shall have the right to exercise all of the
optionee's options and stock purchase rights, including those not otherwise
exercisable, until the date ten (10) days prior to the consummation of the
liquidation or dissolution.
In connection with any merger, consolidation, acquisition of assets or like
occurrence involving the Company, each outstanding option or stock purchase
right shall be assumed or an equivalent option or right substituted by the
successor corporation. If the successor corporation refuses to assume the
options and stock purchase rights or to substitute substantially equivalent
options and stock purchase rights, the optionee shall have the right to
exercise the option or stock purchase right as to all the optioned stock,
including shares not otherwise exercisable. In such event, the Administrator
shall notify the optionee that the option or stock purchase right is fully
exercisable for fifteen (15) days from the date of such notice and that the
option or stock purchase right terminates upon expiration of such period.
10
<PAGE>
AMENDMENT AND TERMINATION OF THE PLAN. The Board may amend, alter, suspend
or terminate the 1996 Stock Plan, or any part thereof, at any time and for any
reason. However, the Company shall obtain shareholder approval for any
amendment to the 1996 Stock Plan to the extent necessary and desirable to
comply with Rule 16b-3, Section 162(m) and Section 422 of the Code, or any
similar rule or statute. No such action by the Board or shareholders may alter
or impair any option or stock purchase right previously granted under the 1996
Stock Plan without the written consent of the optionee. Unless terminated
earlier, the 1996 Stock Plan shall terminate ten years from the date of its
approval by the shareholders or the Board of the Company, whichever is
earlier.
FEDERAL INCOME TAX CONSEQUENCES
INCENTIVE STOCK OPTIONS. An optionee who is granted an incentive stock
option does not recognize taxable income at the time the option is granted or
upon its exercise, although the exercise may subject the optionee to the
alternative minimum tax. Upon a disposition of the shares more than two years
after grant of the option and one year after exercise of the option, any gain
or loss is treated as long-term capital gain or loss. If these holding periods
are not satisfied, the optionee recognizes ordinary income at the time of
disposition generally measured as the difference between the exercise price
and the lower of (i) the fair market value of the shares at the date of the
option exercise or (ii) the amount realized on the sale of the shares. Any
gain or loss recognized on such a premature disposition of the shares in
excess of the amount treated as ordinary income is treated as long-term or
short-term capital gain or loss, depending on the holding period. A different
rule for measuring ordinary income upon such a premature disposition may apply
if the optionee is also an officer, director, or 10% shareholder of the
Company. The Company is entitled to a deduction in the same amount as the
ordinary income recognized by the optionee.
NONSTATUTORY STOCK OPTIONS. An optionee does not recognize any taxable
income at the time he or she is granted a nonstatutory stock option. Upon
exercise, the optionee recognizes taxable income generally measured by the
excess of the then fair market value of the shares over the exercise price.
Any taxable income recognized in connection with an option exercise by an
employee of the Company is subject to tax withholding by the Company. The
Company is entitled to a deduction in the same amount as the ordinary income
recognized by the optionee. Upon a disposition of such shares by the optionee,
any difference between the sale price and the optionee's exercise price, to
the extent not recognized as taxable income as provided above, is treated as
long-term or short-term capital gain or loss, depending on the holding period.
STOCK PURCHASE RIGHTS. Stock purchase rights will generally be taxed in the
same manner as nonstatutory stock options. However, restricted stock is
generally purchased upon the exercise of a stock purchase right. At the time
of purchase, restricted stock is subject to a "substantial risk of forfeiture"
within the meaning of Section 83 of the Code. As a result, the purchaser will
not recognize ordinary income at the time of purchase. Instead, the purchaser
will recognize ordinary income on the dates when a stock ceases to be subject
to a substantial risk of forfeiture. The stock will generally cease to be
subject to a substantial risk of forfeiture when it is no longer subject to
the Company's right to repurchase the stock upon the purchaser's termination
of employment with the Company. At such times, the purchaser will recognize
ordinary income measured as the difference between the purchase price and the
fair market value of the stock on the date the stock is no longer subject to a
substantial risk of forfeiture.
The purchaser may accelerate to the date of purchase his or her recognition
of ordinary income, if any, and the beginning of any capital gain holding
period by timely filing an election pursuant to Section 83(b) of the Code. In
such event, the ordinary income recognized, if any, is measured as the
difference between the purchase price and the fair market value of the stock
on the date of purchase, and the capital gain holding period commences on such
date. The ordinary income recognized by a purchaser who is an employee will be
subject to tax withholding by the Company. Different rules may apply if the
purchaser is also an officer, director, or 10% shareholder of the Company.
Subject to the limitation on deductibility set forth in Section 162(m) of
the Code, the Company is entitled to a tax deduction in the same amount as the
ordinary income recognized by a purchaser in connection with a purchase of
stock under a stock purchase right.
11
<PAGE>
THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION
UPON OPTIONEES, HOLDERS OF STOCK PURCHASE RIGHTS, AND THE COMPANY WITH RESPECT
TO THE GRANT AND EXERCISE OF OPTIONS AND STOCK PURCHASE RIGHTS UNDER THE 1996
STOCK PLAN. IT DOES NOT PURPORT TO BE COMPLETE, AND DOES NOT DISCUSS THE TAX
CONSEQUENCES OF THE EMPLOYEE'S OR CONSULTANT'S DEATH OR THE PROVISIONS OF THE
INCOME TAX LAWS OF ANY MUNICIPALITY, STATE, OR FOREIGN COUNTRY IN WHICH THE
EMPLOYEE OR CONSULTANT MAY RESIDE.
PROPOSAL 4
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP, independent auditors,
to audit the financial statements of the Company for the current fiscal year
ending March 29, 1997. Ernst & Young LLP has audited the Company's financial
statements annually since 1984. In the event that a majority of the Votes Cast
are against the ratification, the Board of Directors will reconsider its
selection.
A representative of Ernst & Young LLP will be present at the meeting to make
a statement if such representative desires to do so and to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR
OF PROPOSAL 4.
12
<PAGE>
SHARE OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Company's Common Stock as of March
30, 1996 by (i) each shareholder known to the Company to be a beneficial owner
of more than 5% of the Company's Common Stock; (ii) each director; (iii) each
of the Named Executive Officers and (iv) all current executive officers and
directors of the Company as a group. Unless otherwise indicated in the
footnotes, the beneficial owner has sole voting and investment power with
respect to the securities beneficially owned, subject only to community
property laws, if applicable.
<TABLE>
<CAPTION>
NUMBER OF
BENEFICIAL OWNER SHARES (1) PERCENT
---------------- ---------- -------
<S> <C> <C>
Merrill Lynch Asset Management, L. P. (2)(3) ............. 6,317,000 9.88%
P.O. Box 9011
Princeton, NJ 08543
Suhas S. Patil (4)........................................ 1,301,657 2.04
Michael L. Hackworth (5).................................. 1,213,784 1.90
George N. Alexy (6)....................................... 520,259 *
David L. Lyon (7)......................................... 338,568 *
Douglas J. Bartek (8)..................................... 247,953 *
William D. Caparelli (9).................................. 205,566 *
D. James Guzy (10)........................................ 182,782 *
Sam S. Srinivasan (11).................................... 93,398 *
C. Gordon Bell (12)....................................... 45,000 *
C. Woodrow Rea, Jr. (13).................................. 26,000 *
Walden C. Rhines (14)..................................... 25,000 *
Robert H. Smith (15)...................................... 12,500 *
All current executive officers and directors as a group
(19 Persons) (16)........................................ 5,583,437 8.73%
</TABLE>
- --------
* Less than 1%
(1) All options are immediately exercisable, but shares issued upon exercise
of unvested options are subject to vesting restrictions. Accordingly, all
outstanding options are exercisable within sixty (60) days of the Record
Date. See "Aggregated Option Exercises in Last Fiscal Year and Fiscal Year
End Option Values" table for vested and unvested shares.
(2) As reported in the most recent filings with the Securities and Exchange
Commission.
(3) Merrill Lynch & Co., Inc. shares voting and dispositive power with respect
to 6,317,000 shares with Merrill Lynch Group, Inc., Princeton Services,
Inc., Merrill Lynch Asset Management, L.P. and Merrill Lynch Growth Fund
for Investment and Retirement.
(4) Includes (i) 480,000 shares issuable upon exercise of options held by Dr.
Patil exercisable within sixty (60) days of March 30, 1996 and (ii) 73,400
shares held by family members and trusts for the benefit of family
members, with respect to which Dr. Patil disclaims beneficial ownership.
(5) Includes 940,000 shares issuable upon exercise of options held by Mr.
Hackworth exercisable within sixty (60) days of March 30, 1996.
(6) Includes 384,750 shares issuable upon exercise of options held by Mr.
Alexy exercisable within sixty (60) days of March 30, 1996.
(7) Includes 199,372 shares issuable upon exercise of options held by Dr. Lyon
exercisable within sixty (60) days of March 30, 1996.
(8) Includes 73,266 shares issuable upon exercise of options held by Mr.
Bartek exercisable within sixty (60) days of March 30, 1996.
(9) Includes 156,226 shares issuable upon exercise of options held by Mr.
Caparelli exercisable within sixty (60) days of March 30, 1996.
13
<PAGE>
(10) Includes 25,000 shares issuable upon exercise of options held by Mr. Guzy
exercisable within sixty (60) days of March 30, 1996. Also includes
132,782 shares held by Arbor Company, of which Mr. Guzy is President and
may therefore be deemed to be the beneficial owner.
(11) Includes 66,667 shares issuable upon exercise of options held by Mr.
Srinivasan exercisable within sixty (60) days of March 30, 1996.
(12) Includes 20,000 shares issuable upon exercise of options held by Dr. Bell
exercisable within sixty (60) days of March 30, 1996.
(13) Includes 25,000 shares issuable upon exercise of options held by Mr. Rea
exercisable within sixty (60) days of March 30, 1996.
(14) Includes 25,000 shares issuable upon exercise of options held by Mr.
Rhines exercisable within sixty (60) days of March 30, 1996.
(15) Includes 12,500 shares issuable upon exercise of options held by Mr.
Smith exercisable within sixty (60) days of March 30, 1996.
(16) Includes 3,342,766 shares issuable upon exercise of options held by
executive officers and directors exercisable within sixty (60) days of
March 30, 1996.
REPORT OF THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
composed only of non-employee directors. The Committee is responsible for
reviewing and recommending the Company's compensation practices, executive pay
levels, and variable compensation programs to the Board of Directors for
approval. The Committee also grants stock options within guidelines approved
by the Board of Directors.
COMPENSATION PHILOSOPHY
The Company's compensation philosophy is to pay for performance. As such,
the Committee believes that total cash compensation should vary with the
performance of the Company and long-term incentives should be used to ensure
the alignment of executive and shareholder interests. Consistent with this
philosophy, the Company provides significant annual incentive opportunities
and utilizes stock options as a long-term incentive vehicle.
Cash compensation for the executives in fiscal 1996 consisted of the
following components:
. Base salary
. Variable compensation based on achievement of Company or business-unit
income before income tax, and/or operating income, income before income
tax and/or operating income as a percent of revenue, revenue growth,
gross margin as a percent of revenue, and/or measures related to
profitability above the cost of capital, and the achievement of strategic
objectives appropriate to each executive (e.g., development of new
products, inventory turns, and manufacturing yield improvements).
The Committee sets compensation levels for executives based on a review of
competitive information. Competitive compensation information is gathered from
published surveys of high technology company compensation levels (the "Survey
Group") and from proxy statements of particular companies that are considered
generally comparable to the Company (the "Proxy Group"). The Proxy Group
includes companies used in the peer performance graph as well as other
semiconductor or high technology companies that are high growth, profitable,
and similar in revenue size to the Company. Recommendations by Company
management are examined in light of this information, with the intention of
establishing and maintaining competitive total cash compensation levels. In
general, the Company has attempted to establish a strong relationship between
total cash
14
<PAGE>
compensation and Company and individual performance by maintaining base
salaries at approximately the 50th percentile of the Survey Group and Proxy
Group data, and providing additional incentive opportunity so that total cash
compensation (salary plus bonus) approaches 50th percentile levels when the
Company's performance is near the middle of the semiconductor companies in the
Proxy Group, and has the potential to pay at or near the top of the
semiconductor companies in the Proxy Group for commensurate levels of
performance. The Company's executive officers have not received salary
increases for fiscal 1997.
Long-term incentives are provided through stock option grants to key
employees, including the Named Executive Officers. The number of shares
subject to each stock option grant is based on the employee's current and
anticipated future performance and ability to affect achievement of strategic
goals and objectives. The Company grants options in order to directly link a
significant portion of each executive's total compensation to the long-term
interests of shareholders. Since options are granted at the fair market value
of the Company's common stock and vest over a multi-year period, executives
will only receive value from the options to the extent that they remain
employed by the Company and the Company's common stock price increases during
the term of the options, thus generating returns for both shareholders and the
executives.
The Company maintains a qualified employee stock purchase plan subject to
provisions of the Internal Revenue Code, which is generally available to all
employees, and pursuant to which employees can purchase Company stock through
payroll deductions of up to 10% of their base salaries. This plan allows
participants to buy Company common stock at a discount from the market price.
In response to the enactment of Section 162(m) of the Internal Revenue Code
and its related proposed regulations that limit deductibility by a corporation
of certain executive officer compensation in excess of $1 million per Named
Executive Officer per year, the Committee amended the Company's 1987 Stock
Option Plan in order to qualify compensation relating to options granted
thereunder as "performance-based", which is not subject to the $1 million
limit. The amended 1987 Stock Option Plan was approved by shareholders in July
1994. The Committee has evaluated the Senior Executive Variable Compensation
Plan the ("SEVCP") in light of the $1 million limit, and in August 1995
qualified that plan as "performance-based" under Section 162(m) of the Code.
It is the Committee's intention that, so long as it is consistent with it's
overall compensation objectives, virtually all executive compensation will be
deductible for federal income tax purposes.
The Company has adopted a 1996 Stock Plan, which is being presented to the
Shareholders for approval at this meeting. See Proposal 3 for a discussion of
the new plan.
BASE SALARY
In accordance with the Company's compensation philosophy, the base salary
rates of the executive officers are generally below the 50th percentile levels
of the Survey Group and Proxy Group. For fiscal 1996, the executive officers
received salary increases of 6% which was the same percentage rate used to
establish the fund for all employee salary increases. Executive officers have
not received salary increases for fiscal 1997.
INCENTIVE COMPENSATION
The SEVCP is designed to motivate and reward the executive officers by
making a significant portion of their cash compensation directly dependent
upon achieving predetermined corporate and/or business unit financial goals.
The performance measures are based on the Company's annual business plan, and
are established for quarterly, semi-annual or annual performance periods. In
addition, an executive's variable compensation award may be reduced or
increased based on achievement of key strategic goals and objectives
previously agreed-upon for each executive. Cash payments are made after the
end of the performance period for services rendered and performance levels
achieved during the performance period.
Because of the Company's financial performance during fiscal year 1996,
there was no Variable Compensation payment to executive officers pursuant to
terms of the SEVCP, advances made in Quarter 1 and Quarter 2 are to be repaid
from future SEVCP payments.
15
<PAGE>
STOCK OPTIONS
Stock options are granted to align the interests of key employees with those
of the shareholders. Stock options are granted at a price equal to the fair
market value of the Company's Common Stock on the date of grant. Eligible
employees are granted stock options on their date of hire which generally vest
over a four-year period from the date of grant. Certain key employees are
granted stock options on an annual basis that vest four years from the date of
grant. They are granted to key employees, including the Named Executive
Officers, based on current performance, anticipated future contribution based
on that performance, and ability to affect corporate and/or business unit
results. In fiscal 1996, stock options for the executive officers were granted
upon recommendation of management and approval of the Committee within
guidelines approved by the Board of Directors, and were granted at an exercise
price equal to the fair market value of the Company's Common Stock on the date
of grant.
CEO COMPENSATION
As described above, the Company's executive pay program is highly leveraged
toward variable compensation plans that reward achievement of pre-determined
corporate goals and objectives. This principle of pay-for-performance is
exemplified by the pay package of the Company's Chief Executive Officer.
The Committee reviews Mr. Hackworth's base salary annually, considering
Company performance, individual performance, and external pay practices. For
fiscal year 1996, Mr. Hackworth's base salary was set at $397,488, an increase
of 6%, which is the same percentage rate used to establish the fund for all
employee salary increases.
Other than the advances paid in Quarter 1 and Quarter 2 which are to be
repaid from future SEVCP payments, there were no Variable Compensation
payments to Mr. Hackworth for Fiscal Year 1996.
During fiscal year 1996, there were no stock options granted to Mr.
Hackworth.
Compensation Committee
C. Woodrow Rea, Jr., Chairman
Walden C. Rhines
Robert H. Smith
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors consists of directors
Rea, Rhines and Smith. No executive officer of the Company served on the
compensation committee of another entity or on any other committee of the
board of directors of another entity performing similar functions during the
Last Fiscal Year.
16
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation earned during the fiscal
years ended March 30, 1996, April 1, 1995 and April 2, 1994, by the Company's
Chief Executive Officer, the four highest-paid executive officers and the
former Senior Vice President, Finance and Administration.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------- ------------
SECURITIES ALL OTHER
SALARY BONUS UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($)(2) OPTIONS (#) ($)(2)(3)
--------------------------- ---- ------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Michael L. Hackworth 1996 397,488 -- -- 313,078
President and Chief 1995 375,000 1,073,980 300,000 1,000
Executive Officer 1994 313,721 570,604 400,000 1,000
Sam S. Srinivasan (4) 1996 235,956 -- 60,000 274,458(5)
Senior Vice President, 1995 222,600 461,496 108,000 1,000
Finance and Administration, 1994 201,048 278,959 97,250 1,000
Chief Financial Officer,
Treasurer and Secretary
Suhas S. Patil 1996 270,504 -- 70,000 213,383
Chairman, Executive Vice 1995 255,200 713,186 70,000 1,000
President, Products and
Technology 1994 213,885 390,532 200,000 1,000
Douglas J. Bartek (4) 1996 269,325 -- 50,000 160,258
President, Visual and Systems 1995 249,400 494,771 50,000 1,000
Interface 1994 210,132 388,612 148,000 1,000
William D. Caparelli 1996 223,418 -- 36,000 167,556(6)
Senior Vice President, 1995 205,062 415,511 36,000 1,000
Worldwide Sales 1994 182,044 224,790 63,750 1,000
George N. Alexy 1996 231,504 -- 50,000 133,093
Senior Vice President, 1995 218,400 439,878 50,000 1,000
Marketing 1994 199,298 250,772 89,750 1,000
</TABLE>
- --------
(1) Amounts shown are before salary reductions resulting from employee
contributions to the Cirrus Logic, Inc. 401(k) Profit Sharing Plan.
(2) Under the terms of the Senior Executive Variable Compensation Plan
("SEVCP"), in the first and second quarters of fiscal 1996, partial
payment of the performance bonus based on each quarter's performance was
made to Mr. Hackworth, Mr. Srinivasan, Dr. Patil, Mr. Bartek, Mr.
Caparelli and Mr. Alexy in the amounts of $312,078, $139,759, $212,383,
$159,258, $106,556 and $132,093, respectively. Such amounts have been
reported in the "All Other Compensation" column. At year end, no bonuses
were payable for fiscal 1996 due to the loss in the third and fourth
quarters. Consequently, the amounts advanced to participants in the SEVCP
in the first and second quarters of fiscal 1996 are being treated as
short-term loans and such amounts shall be withheld from any future
payment under the SEVCP to the Named Executive Officers and all other
participants in the SEVCP. See "Employment Agreements and Certain
Transactions." Employees who are no longer with the Company, including Mr.
Srinivasan and Mr. Bartek, will not be required to repay amounts paid to
them under the SEVCP.
(3) Additional amounts included in the "All Other Compensation" column for the
Last Fiscal Year are matching contributions by the Company of $1,000 with
respect to each Named Executive Officer under the 401(k) plan.
(4) See "Employment Agreements and Certain Transactions" for further
information regarding agreements with Mr. Srinivasan and Mr. Bartek.
17
<PAGE>
(5) Also includes $100,000 forgiven on an outstanding loan and $33,699 for tax
gross-up on the related interest.
(6) Includes a special commission payment of $60,000 related to fiscal 1995
sales.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information with respect to options granted in
the Last Fiscal Year to the Named Executive Officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------- POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION
UNDERLYING EMPLOYEES EXERCISE FOR OPTION TERM
OPTIONS IN FISCAL PRICE EXPIRATION ---------------------
NAME GRANTED (1) YEAR (2) ($/SH) DATE 5% ($) (3) 10% ($)(3)
---- ---------- ---------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Michael L. Hackworth.... -- -- -- -- -- --
Sam S. Srinivasan....... 60,000 1.96% $35.125 07/18/05 $1,325,395 $3,358,812
Suhas S. Patil.......... 70,000 2.29% $35.125 07/18/05 $1,546,295 $3,918,614
Douglas J. Bartek....... 50,000 1.63% $35.125 07/18/05 $1,104,496 $2,799,010
William D. Caparelli.... 36,000 1.18% $35.125 07/18/05 $ 795,237 $2,015,287
George N. Alexy......... 50,000 1.63% $35.125 07/18/05 $1,104,496 $2,799,010
</TABLE>
- --------
(1) All options were granted under the 1987 Stock Option Plan and have
exercise prices equal to the fair market value of the Company's Common
Stock on the date of grant. All options vest on July 18, 1999. The
Compensation Committee has the discretion and authority to amend and
reprice the outstanding options. To date, the Company has not repriced any
options.
(2) Based on 3,061,175 options granted under all option plans to employees
during the Last Fiscal Year.
(3) Potential realizable value is based on an assumption that the market price
of the stock appreciates at the stated rate, compounded annually, from the
date of grant until the end of the 10-year term of the option. These
values are calculated based on requirements promulgated by the Securities
and Exchange Commission and do not reflect the Company's estimate or
projection of future stock price. Actual gains, if any, on stock option
exercises will be dependent on the future performance of the Common Stock.
18
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table provides information with respect to option exercises in
the Last Fiscal Year by the Named Executive Officers and the value of their
unexercised options at Fiscal Year End.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS
ACQUIRED FISCAL YEAR AT FISCAL YEAR
ON VALUE END (#)(2) END ($)(2)(3)
EXERCISE REALIZED ---------------- ---------------------
NAME (#) ($)(1) VESTED UNVESTED VESTED UNVESTED
---- -------- ---------- ------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Michael L. Hackworth.... -- -- 494,169 145,831 $4,183,307 $1,024,193
Sam S. Srinivasan....... 87,753 $3,030,822 16,667 161,250 $ 165,628 $1,041,359
Suhas S. Patil.......... -- -- 217,508 192,492 $1,985,302 $1,182,511
Douglas J. Bartek....... 37,400 $1,561,451 22,600 138,000 $ 152,900 $ 925,750
William D. Caparelli.... 69,524 $2,657,328 37,353 82,873 $ 371,195 $ 609,581
George N. Alexy......... 5,000 $ 123,750 215,502 119,248 $2,612,649 $ 889,089
</TABLE>
- --------
(1) Market value of the shares on date of exercise, less the exercise price.
(2) All options are immediately exercisable, but shares issued upon exercise
are subject to vesting restrictions. Accordingly, there were no
unexercisable options outstanding at fiscal year end.
(3) Value is based on fair market value of the Company's common stock of
$18.625 per share on March 29, 1996 (the last trading day of the Last
Fiscal Year), less the exercise price.
EMPLOYMENT AGREEMENTS AND CERTAIN TRANSACTIONS
Sam S. Srinivasan retired from the Company in April 1996. The Company
entered into a Retirement Agreement with Mr. Srinivasan in connection
therewith. Under the retirement agreement, Mr. Srinivasan will receive a lump-
sum payment equal to one year's salary, $235,956, plus forgiveness of an
outstanding loan and tax reimbursement therefor totaling $410,281. Mr.
Srinivasan's stock options continue to vest through September 30, 1996. In
addition, Mr. Srinivasan has a consulting agreement to provide services to the
Company for a transition period of three months.
The Company has currently proposed to enter into an agreement with Douglas
J. Bartek who resigned from his position of President, Visual and Systems
Interface Company on April 19, 1996 to assume the CEO position of a divested
operation. Under the proposed agreement, Mr. Bartek will receive a lump-sum
payment equal to one year's salary, $264,368. He will provide consulting
services to the Company for a period of up to one year. During the consulting
period, certain stock options held by Mr. Bartek will vest based on the
attainment of specific goals as stated in the consulting agreement and he may
receive relocation benefits in connection with the divested operation.
Under the terms of the Senior Executive Variable Compensation Plan
("SEVCP"), in the first and second quarters of fiscal 1996, partial payment of
the performance bonus based on each quarter's performance was made to Mr.
Hackworth, Mr. Srinivasan, Dr. Patil, Mr. Bartek, Mr. Caparelli and Mr. Alexy
in the amounts of $312,078, $139,759, $212,383, $159,258, $106,556 and
$132,093, respectively. At year end, no bonuses were payable for fiscal 1996
due to the loss in the third and fourth quarters. Consequently, the amounts
advanced to participants in the SEVCP in the first and second quarters of
fiscal 1996 are being treated as short-term loans and such amounts shall be
withheld from any future payment under the SEVCP to the Named Executive
Officers and all other participants in the SEVCP. No interest will be charged
on these loans. However, imputed interest will be added to each participant's
income. Employees who are no longer with the Company will not be required to
repay the amounts advanced to them under the SEVCP.
19
<PAGE>
PERFORMANCE GRAPH
The following graph shows a comparison of five-year cumulative total
shareholder return, calculated on a dividend reinvestment basis, from March
31, 1991 (the last day of the Company's 1991 fiscal year) through March 29,
1996 (the last trading day of fiscal 1996) for Cirrus Logic, Inc., the S&P 500
Composite Index (the "S&P 500") and the Semiconductor Subgroup of the S&P
Electronics Index (the "Semiconductor Index"). The graph assumes that $100 was
invested in each of these three on March 31, 1991. Note that historic stock
price performance is not necessarily indicative of future stock price
performance.
[GRAPH COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN]
20
<PAGE>
COMPLIANCE WITH SECTION 16 (A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Exchange Act of 1934 requires the Company's executive
officers and directors and persons who own more than ten percent of a
registered class of the Company's equity securities to file an initial report
of ownership on Form 3 and changes in ownership on Form 4 or 5 with the
Securities and Exchange Commission (the "SEC"). Executive officers, directors
and greater than ten percent shareholders are also required by SEC rules to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on its review of the copies of such forms received by it, or written
representations from certain reporting persons, the Company believes that
during the Last Fiscal Year, all filing requirements applicable to its
officers, directors and ten percent shareholders were complied with.
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If any
other matters properly come before the meeting, it is the intention of the
persons named in the accompanying proxy to vote the shares represented thereby
on such matters in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
Robert F. Donohue, Secretary
Fremont, California
June 14, 1996
21
<PAGE>
DETACH HERE CIR 2
CIRRUS LOGIC, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P PROXY FOR 1996 ANNUAL MEETING OF SHAREHOLDERS
R The undersigned shareholder of CIRRUS LOGIC, INC., a California corpora-
tion hereby acknowledges receipt of the Notice of Annual Meeting of
O Shareholders and Proxy Statement, each dated June 14, 1996 and the Company's
Annual Report for its fiscal year ended March 30, 1996, and hereby appoints
X Robert F. Donohue and Michael L. Hackworth and each of them, proxies and
attorneys-in-fact, with full power to each of substitution, on behalf and in
Y the name of the undersigned, to be held on August 1, 1996 at 3:30 p.m.,
local time at 3100 West Warren Avenue, Fremont, California 94538 and at any
adjournment or adjournments thereof, and to vote all shares of Common Stock
which the undersigned would be entitled to vote, if then and there personally
present, on the matters set forth on the reverse side.
-----------
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
-----------
<PAGE>
DETACH HERE CIR 3
[X] Please mark
votes as in
this example.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, IT WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS, AND FOR
PROPOSALS 2, 3, 4 AND 5.
1. Election of Directors
Nominees: Michael L. Hackworth, Suhas S. Patil,
C. Gordon Bell, D. James Guzy, C. Woodrow Rea, Jr.,
Walden C. Rhines, Robert H. Smith
FOR WITHHOLD MARK HERE
[_] [_] FOR ADDRESS [_]
CHANGE AND
[_]______________________________________ NOTE BELOW
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. To approve an amendment to the Company's 1989 [_] [_] [_]
Employee Stock Purchase Plan to increase the
number of shares of Common Stock available for
grant under the Plan by 600,000 shares.
FOR AGAINST ABSTAIN
3. To adopt the 1996 Stock Plan and approve the [_] [_] [_]
reservation and authorization of 2,500,000
shares of Common Stock reserved for issuance
under the terms of the Plan.
FOR AGAINST ABSTAIN
4. To ratify the appointment of Ernst & Young [_] [_] [_]
LLP as independent auditors of the Company.
5. To transact such other business as may properly come before the meeting or
any adjournment thereof.
Signature:___________________________________________ Date:____________________
Signature:___________________________________________ Date:____________________
<PAGE>
CIRRUS LOGIC, INC.
1996 STOCK PLAN
1. Purposes of the Plan. The purposes of this Stock Plan are:
--------------------
. to attract and retain the best available personnel for positions of
substantial responsibility,
. to provide additional incentive to Employees and Consultants, and
. to promote the success of the Company's business.
Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at the time
of grant. Stock Purchase Rights may also be granted under the Plan.
2. Definitions. As used herein, the following definitions shall apply:
-----------
a) "Administrator" means the Board or any of its Committees as shall be
-------------
administering the Plan, in accordance with Section 4 of the Plan.
b) "Applicable Laws" means the legal requirements relating to the
---------------
administration of stock option plans under U. S. state corporate laws,
U.S. federal and state securities laws, the Code and the applicable
laws of any foreign country or jurisdiction where Options or Stock
Purchase Rights will be or are being granted under the Plan.
c) "Board" means the Board of Directors of the Company.
-----
d) "Code" means the Internal Revenue Code of 1986, as amended.
----
e) "Committee" means a Committee appointed by the Board in accordance
---------
with Section 4 of the Plan.
f) "Common Stock" means the Common Stock of the Company.
------------
g) "Company" means Cirrus Logic, Inc., a California corporation.
-------
h) "Consultant" means any person, including an advisor, engaged by the
----------
Company or a Parent or Subsidiary to render services and who is
compensated for such services. The term "Consultant" shall not
include Directors who are paid only a director's fee by the Company or
who are not compensated by the Company for their services as
Directors.
i) "Continuous Status as an Employee or Consultant" means that the
----------------------------------------------
employment or consulting relationship with the Company, any Parent, or
Subsidiary, is not interrupted or terminated. Continuous Status as an
Employee or Consultant shall not be considered interrupted in the case
of (i) any leave of absence approved by the Company or (ii) transfers
between locations of the Company or between the Company, its Parent,
any Subsidiary, or any successor. A leave of absence approved by the
Company shall include sick leave, military leave, or any other
personal leave approved by an authorized representative of the
Company. For purposes of Incentive Stock Options, no such leave may
exceed ninety days, unless reemployment upon expiration of such leave
is guaranteed by statute or contract. If reemployment upon expiration
of a leave of absence approved by the Company is not so guaranteed, on
the 181st day of such leave any
-1-
<PAGE>
Incentive Stock Option held by the Optionee shall cease to be treated
as an Incentive Stock Option and shall be treated for tax purposes as
a Nonstatutory Stock Option.
j) "Director" means a member of the Board.
--------
k) "Disability" means total and permanent disability as defined in
----------
Section 22(e)(3) of the Code.
l) "Employee" means any person, including Officers and Directors,
--------
employed by the Company or any Parent or Subsidiary of the Company.
Neither service as a Director nor payment of a director's fee by the
Company shall be sufficient to constitute "employment" by the Company.
m) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
------------
n) "Fair Market Value" means, as of any date, the value of Common Stock
-----------------
determined as follows:
i) If the Common Stock is listed on any established stock exchange
or a national market system, including without limitation the
Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing
sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system for the day of
determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable;
ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between
the high bid and low asked prices for the Common Stock on the day
of determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable;
iii) In the absence of an established market for the Common Stock, the
Fair Market Value shall be determined in good faith by the
Administrator.
o) "Incentive Stock Option" means an Option intended to qualify as an
----------------------
incentive stock option within the meaning of Section 422 of the Code
and the regulations promulgated thereunder.
p) "Nonstatutory Stock Option" means an Option not intended to qualify as
-------------------------
an Incentive Stock Option.
q) "Notice of Grant" means a written notice evidencing certain terms and
---------------
conditions of an individual Option or Stock Purchase Right grant. The
Notice of Grant is part of the Option Agreement.
r) "Officer" means a person who is an officer of the Company within the
-------
meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.
s) "Option" means a stock option granted pursuant to the Plan.
------
-2-
<PAGE>
t) "Option Agreement" means a written agreement between the Company and
----------------
an Optionee evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the terms and
conditions of the Plan.
u) "Optioned Stock" means the Common Stock subject to an Option or Stock
--------------
Purchase Right.
v) "Optionee" means an Employee or Consultant who holds an outstanding
--------
Option or Stock Purchase Right.
w) "Parent" means a "parent corporation", whether now or hereafter
------
existing, as defined in Section 424(e) of the Code.
x) "Plan" means this 1996 Stock Option Plan.
----
y) "Restricted Stock" means shares of Common Stock acquired pursuant to a
----------------
grant of Stock Purchase Rights under Section 11 below.
z) "Restricted Stock Purchase Agreement" means a written agreement
-----------------------------------
between the Company and the Optionee evidencing the terms and
restrictions applying to stock purchased under a Stock Purchase Right.
The Restricted Stock Purchase Agreement is subject to the terms and
conditions of the Plan and the Notice of Grant.
aa) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to
----------
Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.
bb) "Section 16(b)" means Section 16(b) of the Securities Exchange Act of
-------------
1934, as amended.
cc) "Share" means a share of the Common Stock, as adjusted in accordance
-----
with Section 13 of the Plan.
dd) "Stock Purchase Right" means the right to purchase Common Stock
--------------------
pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.
ee) "Subsidiary" means a "subsidiary corporation", whether now or
----------
hereafter existing, as defined in Section 424(f) of the Code.
3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the
-------------------------
Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 2,500,000 Shares. The Shares may be authorized, but
unissued, or reacquired Common Stock.
a) If an Option or Stock Purchase Right expires or becomes unexercisable
without having been exercised in full, the unpurchased Shares which
were subject thereto shall become available for future grant or sale
under the Plan (unless the Plan has terminated); provided, however,
--------
that Shares that have actually been issued under the Plan, whether
upon exercise of an Option or Stock Purchase Right, shall not be
returned to the Plan and shall not become available for future
distribution under the Plan, except that if Shares of Restricted Stock
are repurchased by the Company at their original purchase price, and
the original purchaser of such Shares did not receive any benefits of
ownership of such Shares, such Shares shall become available for
future grant under the Plan. For
-3-
<PAGE>
purposes of the preceding sentence, voting rights shall not be
considered a benefit of Share ownership.
4. Administration of the Plan.
--------------------------
a) Procedure.
---------
i) Multiple Administrative Bodies. If permitted by Rule 16b-3, the
------------------------------
Plan may be administered by different bodies with respect to
Directors, Officers who are not Directors, and Employees who are
neither Directors nor Officers.
ii) Administration With Respect to Directors and Officers Subject to
----------------------------------------------------------------
Section 16(b). With respect to Option or Stock Purchase Right
-------------
grants made to Employees who are also Officers or Directors
subject to Section 16(b) of the Exchange Act, the Plan shall be
administered by (A) the Board, if the Board may administer the
Plan in a manner complying with the rules under Rule 16b-3
relating to the disinterested administration of employee benefit
plans under which Section 16(b) exempt discretionary grants and
awards of equity securities are to be made, or (B) a committee
designated by the Board to administer the Plan, which committee
shall be constituted to comply with the rules under Rule 16b-3
relating to the disinterested administration of employee benefit
plans under which Section 16(b) exempt discretionary grants and
awards of equity securities are to be made. Once appointed, such
Committee shall continue to serve in its designated capacity
until otherwise directed by the Board. From time to time the
Board may increase the size of the Committee and appoint
additional members, remove members (with or without cause) and
substitute new members, fill vacancies (however caused), and
remove all members of the Committee and thereafter directly
administer the Plan, all to the extent permitted by the rules
under Rule 16b-3 relating to the disinterested administration of
employee benefit plans under which Section 16(b) exempt
discretionary grants and awards of equity securities are to be
made.
iii) Administration With Respect to Other Persons. With respect to
--------------------------------------------
Option or Stock Purchase Right grants made to Employees or
Consultants who are neither Directors nor Officers of the
Company, the Plan shall be administered by (A) the Board or (B) a
committee designated by the Board, which committee shall be
constituted to satisfy Applicable Laws. Once appointed, such
Committee shall serve in its designated capacity until otherwise
directed by the Board. The Board may increase the size of the
Committee and appoint additional members, remove members (with or
without cause) and substitute new members, fill vacancies
(however caused), and remove all members of the Committee and
thereafter directly administer the Plan, all to the extent
permitted by Applicable Laws.
b) Powers of the Administrator. Subject to the provisions of the Plan,
---------------------------
and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator shall have
the authority, in its discretion:
i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(n) of the Plan;
ii) to select the Consultants and Employees to whom Options and Stock
Purchase Rights may be granted hereunder;
-4-
<PAGE>
iii) to determine whether and to what extent Options and Stock
Purchase Rights or any combination thereof, are granted
hereunder;
iv) to determine the number of shares of Common Stock to be covered
by each Option and Stock Purchase Right granted hereunder;
v) to approve forms of agreement for use under the Plan;
vi) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder. Such terms
and conditions include, but are not limited to, the exercise
price, the time or times when Options or Stock Purchase Rights
may be exercised (which may be based on performance criteria),
any vesting acceleration or waiver of forfeiture restrictions,
and any restriction or limitation regarding any Option or Stock
Purchase Right or the shares of Common Stock relating thereto,
based in each case on such factors as the Administrator, in its
sole discretion, shall determine;
vii) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan;
viii) to prescribe, amend and rescind rules and regulations relating
to the Plan, including rules and regulations relating to sub-
plans established for the purpose of qualifying for preferred tax
treatment under foreign tax laws;
ix) to modify or amend each Option or Stock Purchase Right (subject
to Section 15(c) of the Plan), including the discretionary
authority to extend the post-termination exercisability period of
Options longer than is otherwise provided for in the Plan;
x) to authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Option or Stock
Purchase Right previously granted by the Administrator;
xi) to determine the terms and restrictions applicable to Options and
Stock Purchase Rights and any Restricted Stock; and
xii) to make all other determinations deemed necessary or advisable
for administering the Plan.
c) Effect of Administrator's Decision. The Administrator's decisions,
----------------------------------
determinations and interpretations shall be final and binding on all
Optionees and any other holders of Options or Stock Purchase Rights.
5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may be
-----------
granted to Employees and Consultants. Incentive Stock Options may be
granted only to Employees. If otherwise eligible, an Employee or
Consultant who has been granted an Option or Stock Purchase Right may be
granted additional Options or Stock Purchase Rights.
-5-
<PAGE>
6. Limitations.
-----------
a) Each Option shall be designated in the written option agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option.
However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of the Shares with respect to which
Incentive Stock Options are exercisable for the first time by the
Optionee during any calendar year (under all plans of the Company and
any Parent or Subsidiary) exceeds $100,000, such Options shall be
treated as Nonstatutory Stock Options.
b) Neither the Plan nor any Option or Stock Purchase Right shall confer
upon an Optionee any right with respect to continuing the Optionee's
employment or consulting relationship with the Company, nor shall they
interfere in any way with the Optionee's right or the Company's right
to terminate such employment or consulting relationship at any time,
with or without cause.
c) The following limitations shall apply to grants of Options to
Employees:
i) No Employee shall be granted, in any fiscal year of the Company,
Options to purchase more than 400,000 Shares.
ii) In connection with his or her initial employment, an Employee may
be granted Options to purchase up to an additional 800,000 Shares
which shall not count against the limit set forth in subsection
(i) above.
iii) The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company's capitalization as
described in Section 13.
iv) If an Option is cancelled in the same fiscal year of the Company
in which it was granted (other than in connection with a
transaction described in Section 13), the cancelled Option will
be counted against the limits set forth in subsections (i) and
(ii) above.
7. Term of Plan. Subject to Section 19 of the Plan, the Plan shall become
------------
effective upon the earlier to occur of its adoption by the Board 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 ten (10) years unless
terminated earlier under Section 15 of the Plan.
8. Term of Option. The term of each Option shall be stated in the Notice of
--------------
Grant; provided, however, that in the case of an Incentive Stock Option,
the term shall be ten (10) years from the date of grant or such shorter
term as may be provided in the Notice of Grant.
9. Option Exercise Price and Consideration.
---------------------------------------
a) Exercise Price. The per share exercise price for the Shares to be
--------------
issued pursuant to exercise of an Option shall be no less than 100% of
the Fair Market Value per Share on the date of grant.
b) Waiting Period and Exercise Dates. At the time an Option is granted,
---------------------------------
the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions which must be satisfied
before the Option may be exercised. In so doing, the Administrator
may specify that an Option may not be exercised until either the
completion
-6-
<PAGE>
of a service period or the achievement of performance criteria with
respect to the Company or the Optionee.
c) Form of Consideration. The Administrator shall determine the
---------------------
acceptable form of consideration for exercising an Option, including
the method of payment. In the case of an Incentive Stock Option, the
Administrator shall determine the acceptable form of consideration at
the time of grant. Such consideration may consist entirely of:
i) cash;
ii) check;
iii) promissory note;
iv) other Shares which (A) in the case of Shares acquired upon
exercise of an option, have been owned by the Optionee for more
than six months on the date of surrender, and (B) have 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;
v) delivery of a properly executed exercise notice together with
such other documentation as the Administrator and the broker, if
applicable, shall require to effect an exercise of the Option and
delivery to the Company of the sale or loan proceeds required to
pay the exercise price;
vi) a reduction in the amount of any Company liability to the
Optionee, including any liability attributable to the Optionee's
participation in any Company-sponsored deferred compensation
program or arrangement;
vii) any combination of the foregoing methods of payment; or
viii) such other consideration and method of payment for the issuance
of Shares to the extent permitted by Applicable Laws.
10. Exercise of Option.
------------------
a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
-----------------------------------------------
hereunder shall be exercisable according to the terms of the Plan and
at such times and under such conditions as determined by the
Administrator and set forth in the Option Agreement.
i) An Option may not be exercised for a fraction of a Share.
ii) An Option shall be deemed exercised when the Company receives:
(i) written notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and
(ii) full payment for the Shares with respect to which the Option
is exercised. Full payment may consist of any consideration and
method of payment authorized by the Administrator and permitted
by the Option Agreement and the Plan. Shares issued upon
exercise of an Option shall be issued in the name of the Optionee
or, if requested by the Optionee, in the name of the Optionee and
his or her spouse. Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of
the Company), no
-7-
<PAGE>
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
after the Option is exercised. 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.
iii) Exercising an Option in any manner shall decrease the number of
Shares thereafter 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 Employment or Consulting Relationship. Upon
----------------------------------------------------
termination of an Optionee's Continuous Status as an Employee or
Consultant, other than upon the Optionee's death or Disability, the
Optionee may exercise his or her Option within such period of time as
is specified in the Notice of Grant to the extent that he or she is
entitled to exercise it on the date of termination (but in no event
later than the expiration of the term of such Option as set forth in
the Notice of Grant). In the absence of a specified time in the
Notice of Grant, the Option shall remain exercisable for three (3)
months following the Optionee's termination. Notwithstanding the
above, in the event the Company is involved in a merger as a result of
which Optionees are precluded from selling shares of the acquiring
company until the publication of financial results covering post-
merger combined operations ("Pooling Restrictions"), options held by
Optionees subject to such Pooling Restrictions (including options that
are assumed or substituted pursuant to Section 13(c)) shall remain
exercisable until five (5) business days after the expiration of such
Pooling Restrictions (but not beyond the original term of the Option)
notwithstanding an earlier termination of such Optionee's Continuous
Status as an Employee or Consultant. If, on the date of termination,
the Optionee is not entitled to exercise his or her entire Option, the
Shares covered by the unexercisable portion of the Option shall revert
to the Plan. If, after termination, the Optionee does not exercise
his or her Option within the time specified by the Administrator, the
Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.
c) Notwithstanding the above, in the event of an Optionee's change in
status from Consultant to Employee or Employee to Consultant, the
Optionee's Continuous Status as an Employee or Consultant shall not
automatically terminate solely as a result of such change in status.
In such event, an Incentive Stock Option held by the Optionee shall
cease to be treated as an Incentive Stock Option and shall be treated
for tax purposes as a Nonstatutory Stock Option three months and one
day following such change of status.
d) Disability of Optionee. Upon termination of an Optionee's Continuous
----------------------
Status as an Employee or Consultant as a result of the Optionee's
Disability, the Optionee may exercise his or her Option at any time
within twelve (12) months (or such other period of time as is
determined by the Administrator) from the date of termination, but
only to the extent that the Optionee is entitled to exercise it on the
date of termination (and in no event later than the expiration of the
term of the Option as set forth in the Notice of Grant). If, on the
date of termination, the Optionee is not entitled to exercise his or
her entire Option, the Shares covered by the unexercisable portion of
the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified
herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.
-8-
<PAGE>
e) Death of Optionee. In the event of the death of an Optionee, the
-----------------
Option may be exercised at any time within twelve (12) months (or such
other period of time as is determined by the Administrator) following
the date of death (but in no event later than the expiration of the
term of such Option as set forth in the Notice of Grant), 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 that the
Optionee was entitled to exercise the Option at the date of death.
If, at the time of death, the Optionee was not entitled to exercise
his or her entire Option, the Shares covered by the unexercisable
portion of the Option shall immediately revert to the Plan. If, after
death, the Optionee's estate or a person who acquired the right to
exercise the Option by bequest or inheritance does not exercise the
Option within the time specified herein, the Option shall terminate,
and the Shares covered by such Option shall revert to the Plan.
f) Rule 16b-3. Options granted to individuals subject to Section 16 of
----------
the Exchange Act ("Insiders") must comply with the applicable
provisions of Rule 16b-3 and shall contain 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.
11. Stock Purchase Rights.
---------------------
a) Rights to Purchase. Stock Purchase Rights may be issued either alone,
------------------
in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. After the Administrator
determines that it will offer Stock Purchase Rights under the Plan, it
shall advise the offeree in writing, by means of a Notice of Grant, of
the terms, conditions and restrictions related to the offer, including
the number of Shares that the offeree shall be entitled to purchase,
the price to be paid, and the time within which the offeree must
accept such offer, which shall in no event exceed ninety (90) days
from the date upon which the Administrator 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 Administrator. The aggregate number of Shares
subject to grants of Stock Purchase Rights shall not exceed ten
percent (10%) of the Shares subject to the Plan pursuant to Section 3.
b) Repurchase Option. Unless the Administrator 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); provided that the minimum
period of employment over which any such Company repurchase option
lapses shall not be less than three (3) years. 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 a rate determined by the
Administrator.
c) Rule 16b-3. Stock Purchase Rights granted to Insiders, and Shares
----------
purchased by Insiders in connection with Stock Purchase Rights, shall
be subject to any restrictions applicable thereto in compliance with
Rule 16b-3. An Insider may only purchase Shares pursuant to the grant
of a Stock Purchase Right, and may only sell Shares purchased pursuant
to the grant of a Stock Purchase Right, during such time or times as
are permitted by Rule 16b-3.
-9-
<PAGE>
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 Administrator in its sole
discretion. In addition, the provisions of Restricted Stock Purchase
Agreements need not be the same with respect to each purchaser.
e) Rights as a Shareholder. Once the Stock Purchase Right is exercised,
-----------------------
the purchaser shall have the rights equivalent to those of a
shareholder, and shall be a shareholder when his or her purchase is
entered upon the records of the duly authorized transfer agent of the
Company. No adjustment will be made for a dividend or other right for
which the record date is prior to the date the Stock Purchase Right is
exercised, except as provided in Section 13 of the Plan.
f) Issuance of Shares. As soon as possible after full payment of the
------------------
purchase price, the Shares purchased shall be duly issued; provided,
however, that the Administrator may require that the purchaser make
adequate provision for any Federal and State withholding obligations
of the Company as a condition to such purchase.
g) 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. An Option or
--------------------------------------------------------
Stock Purchase Right 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.
13. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset
------------------------------------------------------------------------
Sale.
----
a) Changes in Capitalization. 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.
b) Dissolution or Liquidation. In the event of the proposed dissolution
--------------------------
or liquidation of the Company, the Administrator shall notify each Optionee
as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an
Optionee to have the right to exercise his or her Option or Stock Purchase
Right until ten (10) days prior to such transaction as to all of the
Optioned Stock covered thereby, including Shares
-10-
<PAGE>
as to which the Option would not otherwise be exercisable. In addition, the
Administrator may provide that any Company repurchase option applicable to
any Shares purchased upon exercise of an Option or Stock Purchase Right
shall lapse as to all such Shares, provided the proposed dissolution or
liquidation takes place at the time and in the manner contemplated. To the
extent it has not been previously exercised, an Option or Stock Purchase
Right will terminate immediately prior to the consummation of such proposed
action.
c) Merger or Asset Sale. In the event of a merger of the Company with or
--------------------
into another corporation, or the sale of substantially all of the assets of
the Company, each outstanding Option and Stock Purchase Right shall be
assumed or an equivalent option or right substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation, or in
the event that the successor corporation refuses to assume or substitute
for the Option or Stock Purchase Right, the Optionee shall have the right
to exercise the Option or Stock Purchase Right as to all of the Optioned
Stock, including Shares as to which it would not otherwise be exercisable.
If an Option or Stock Purchase Right is exercisable in lieu of assumption
or substitution in the event of a merger or sale of assets, the
Administrator shall notify the Optionee that the Option or Stock Purchase
Right shall be fully exercisable for a period of fifteen (15) days from the
date of such notice, and the Option or Stock Purchase Right shall terminate
upon the expiration of such period. For the purposes of this paragraph,
the Option or Stock Purchase Right shall be considered assumed if,
following the merger or sale of assets, the option or right confers the
right to purchase or receive, for each Share of Optioned Stock subject to
the Option or Stock Purchase Right immediately prior to the merger or sale
of assets, the consideration (whether stock, cash, or other securities or
property) received in the merger or sale of assets by holders of Common
Stock for each Share held on the effective date of the transaction (and if
holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the merger or sale of
assets was not solely common stock of the successor corporation or its
Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise
of the Option or Stock Purchase Right, for each Share of Optioned Stock
subject to the Option or Stock Purchase Right, to be solely common stock of
the successor corporation or its Parent equal in fair market value to the
per share consideration received by holders of Common Stock in the merger
or sale of assets.
14. Date of Grant. The date of grant of an Option or Stock Purchase Right
-------------
shall be, for all purposes, the date on which the Administrator makes the
determination granting such Option or Stock Purchase Right, or such other later
date as is determined by the Administrator. Notice of the determination shall
be provided to each Optionee within a reasonable time after the date of such
grant.
15. Amendment and Termination of the Plan.
-------------------------------------
a) Amendment and Termination. The Board may at any time amend, alter,
-------------------------
suspend or terminate the Plan.
b) Shareholder Approval. The Company shall obtain shareholder approval of
--------------------
any Plan amendment to the extent necessary and desirable to comply with
Rule 16b-3 or with Sections 162(m) or 422 of the Code (or any successor
rule or statute or other applicable law, rule or regulation, including the
requirements of any exchange or quotation system on which the Common Stock
is listed or quoted). Such shareholder approval, if required, shall be
obtained in such a manner and to such a degree as is required by the
applicable law, rule or regulation.
c) Effect of Amendment or Termination. No amendment, alteration,
----------------------------------
suspension or termination of the Plan shall impair the rights of any
Optionee, unless mutually agreed otherwise
-11-
<PAGE>
between the Optionee and the Administrator, which agreement must be in
writing and signed by the Optionee and the Company.
16. Conditions Upon Issuance of Shares.
----------------------------------
a) Legal Compliance. 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 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, Applicable Laws, and the requirements
of any stock exchange or quotation system upon which the Shares may then be
listed or quoted, and shall be further subject to the approval of counsel
for the Company with respect to such compliance.
b) Investment Representations. 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.
17. Liability of Company.
--------------------
a) Inability to Obtain Authority. 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.
b) Grants Exceeding Allotted Shares. If the Optioned Stock covered by an
--------------------------------
Option or Stock Purchase Right exceeds, as of the date of grant, the number
of Shares which may be issued under the Plan without additional shareholder
approval, such Option or Stock Purchase Right shall be void with respect to
such excess Optioned Stock, unless shareholder approval of an amendment
sufficiently increasing the number of Shares subject to the Plan is timely
obtained in accordance with Section 15(b) of the Plan.
18. 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.
19. Shareholder Approval Continuance of the Plan shall be subject to approval
--------------------
by the shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such shareholder approval shall be
obtained in the manner and to the degree required under applicable federal
and state law.
-12-
<PAGE>
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,
April 17, 1995 and May 21, 1996)
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, April 17, 1995 and May 21, 1996.
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 interrupted in the case of a leave of absence
agreed to in 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.
-1-
<PAGE>
(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.
-2-
<PAGE>
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
-3-
<PAGE>
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
-4-
<PAGE>
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 3,400,000 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.
--------------------------
-5-
<PAGE>
(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
-6-
<PAGE>
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.
--------------------
-7-
<PAGE>
(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.
-8-
