As filed with the Securities and Exchange Commission on January 27, 1998
Registration Number 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CALIFORNIA MICRO DEVICES CORPORATION
------------------------------------
(Exact name of Registrant as specified in its charter)
California 94-2672609
---------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
215 Topaz Street, Milpitas, California 95035-5430
---------------------------------------------------
(Address, including Zip Code, of Registrant's Principal Executive Offices)
- -------------------------------------------------------------------------------
1995 STOCK OPTION PLAN - AMENDED AS OF JULY 26, 1996 AND JULY 18, 1997
and
1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN - AMENDED AS OF
JULY 26, 1996 AND JULY 18, 1997
and
1995 EMPLOYEE STOCK PURCHASE PLAN AMENDED AS OF JULY 18, 1997
- ------------------------------------------------------------------------------
Scott Hover-Smoot
Secretary and General Counsel
California Micro Devices Corporation
215 Topaz Street, Milpitas, California 95035-5430 PHONE (408)263-3214
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(Name, address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)
Copies to:
James R. Ukropina, Esquire
O'MELVENY & MYERS, LLP
400 South Hope Street
Los Angeles, CA 90071-2899
<PAGE>
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title Of Proposed Proposed
Securities Amount Maximum Maximum Amount of
To Be To Be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- --------------------------------------------------------------------------------
Common Stock 350,000 $5.625 $1,925,000(4) $660
Common Stock 50,000(2) $5.625 $275,000(4) $100
Common Stock 50,000(3) $5.625 $275,000(4) $100
- --------------------------------------------------------------------------------
(1) Constitutes 350,000 additional shares of Common Stock issuable under the
Company's 1995 Stock Option Plan. 2,020,000 shares of Common Stock
issuable under the Company's 1995 Stock Option Plan were previously
registered on a Registration Statement on Form S-8, filed August 15,
1996, Registration No. 33 - 10257 and a Registration Statement on Form
S-8 filed August 17, 1995, Registration No. 33-61907.
(2) Constitutes 50,000 additional shares of Common Stock issuable under the
Company's 1995 Non-Employee Directors' Stock Option Plan. 170,000
shares of Common Stock issuable under the Company's 1995 Non-Employee
Directors' Stock Option Plan were previously registered on a
Registration Statement on Form S-8, filed August 15, 1996,
Registration No. 33 - 10257 and a Registration Statement on Form S-8
filed August 17, 1995, Registration No. 33-61907.
(3) Constitutes 50,000 additional shares of Common Stock issuable under the
Company's 1995 Employee Stock Purchase Plan. 170,000 shares of Common
Stock issuable under the Company's 1995 Employee Stock Purchase Plan
were previously registered on a Registration Statement on Form S-8,
filed August 17, 1995, Registration No. 33-61907.
(4) Pursuant to Rule 457(c), based upon the average of the high and low
sales price of a share of the Registrant's Common Stock reported on
the Nasdaq National Market on January 20, 1998.
- --------------------------------------------------------------------------------
The approximate date of commencement of proposed sale of these securities is as
soon as practicable after this Registration Statement becomes effective.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. INFORMATION INCORPORATED BY REFERENCE.
--------------------------------------
There are hereby incorporated by reference in this Registration Statement the
following documents and information heretofore filed with the Securities and
Exchange Commission:
(a) Annual Report on Form 10-K for the year ended March 31, 1997; and
(b) Quarterly reports on form 10-Q for the quarters ended June 30, 1997, and
September 30, 1997.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the
date of this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing such documents.
Item 8. EXHIBITS.
---------
Exhibit
Number
4.1 Articles of Incorporation of the Registrant, as amended (incorporated by
reference to Exhibit 3(i) to the Registrant's Annual Report on Form 10-K
for the fiscal year ended March 31, 1995).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3(ii) to
the Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995).
5.1 Opinion of Scott Hover-Smoot as to legality of securities being
registered.
23.1 Consent of Independent Auditors.
24 Powers of Attorney.
99.1 1995 Stock Option Plan - Amended As Of July 26, 1996 and July 18, 1997.
99.2 1995 Non-Employee Directors' Stock Option Plan - Amended As Of July 26,
1996 and July 18, 1997.
99.3 1995 Employee Stock Purchase Plan - Amended As Of July 18, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Milpitas, California, on January 23, 1998.
CALIFORNIA MICRO DEVICES CORPORATION
By:/S/ John E. Trewin
John E. Trewin
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
below and on January 23, 1998.
/S/ Jeffrey C. Kalb /S/ John E. Trewin
Jeffrey C. Kalb, (President, Chief John E. Trewin (Vice President,
Executive Officer and Principal Executive Chief Financial Officer and
Officer and Director) Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
below and on January 23, 1998.
/s/ Wade Meyercord
Wade Meyercord (Chairman)
/s/ Angel Jordan /s/ Stuart Schube
Angel Jordan (Director) Stuart Schube (Director)
/s/ Donald Waite /s/ John Sprague
Donald Waite (Director) John Sprague (Director)
*By: /S/ John E. Trewin
John E. Trewin
Attorney-in-fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Milpitas, California, on January 23, 1998.
CALIFORNIA MICRO DEVICES CORPORATION
By: /S. Scott Hover-Smoot
Scott Hover-Smoot
Secretary and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
below and on January 23, 1998.
/S. Jeffrey C. Kalb /S/Scott Hover-Smoot
Jeffrey C. Kalb, (President, Chief Scott Hover-Smoot (Secretary
Executive Officer and Principal Executive and General Counsel)
Officer and Director)
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
below and on January 23, 1998.
/s/ Wade Meyercord
Wade Meyercord (Chairman)
/s/ Angel Jordan /s/ Stuart Schube
Angel Jordan (Director) Stuart Schube (Director)
/s/ Donald Waite /s/ John Sprague
Donald Waite (Director) John Sprague (Director)
*By: /S/Scott Hover-Smoot
Scott Hover-Smoot
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- ----------------------------------------------------------
5.1 Opinion of Scott Hover-Smoot as to legality of securities being
registered.
23.1 Consent of Ernst & Young LLP
24 Powers of Attorney.
99.1 1995 Stock Option Plan - Amended As Of July 26, 1996 and July 18, 1997.
99.2 1995 Non-Employee Directors' Stock Option Plan - Amended As Of
July 26, 1996 and July 18, 1997.
99.3 1995 Employee Stock Purchase Plan - Amended As Of July 18, 1997.
<PAG>
EXHIBIT 5.1
Opinion Of Scott Hover-Smoot As To Legality Of Securities Being Registered
--------------------------------------------------------------------------
January 23, 1998
California Micro Devices Corporation
215 Topaz Street
Milpitas, California 95035-5430
Gentlemen:
I have examined the Registration Statement on Form S-8 to be filed by
California Micro Devices Corporation (the "Company") with the Securities and
Exchange Commission on or about January 23, 1998 in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
450,000 shares (the "Shares") of the Company's Common Stock reserved for
issuance under the 1995 Stock Option Plan, the 1995 Non-Employee Directors'
Stock Option Plan, and the 1995 Employee Stock Purchase Plan (collectively, the
"Plans"). As your legal counsel, I have examined the proceedings taken and am
familiar with the proceedings proposed to be taken by the Company in connection
with the sale and issuance of the Shares.
It is my opinion that the Shares, when issued and sold in the manner
referred to in the Plans will be legally and validly issued, fully paid and
nonassessable.
I consent to the use of this opinion as an exhibit to said Registration
Statement and further consent to the use of my name wherever appearing in said
Registration Statement and amendments thereto.
Very truly yours,
By: /S. Scott Hover-Smoot
Scott Hover-Smoot
Secretary and General Counsel
<PAGE>
EXHIBIT 23.1
Consent of Ernst & Young LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to (a) the 1995 Stock Option Plan - Amended As Of July
26, 1996 and July 18, 1997, (b) the 1995 Non-Employee Directors' Stock Option
Plan - Amended As Of July 26, 1996 and July 18, 1997, and (c) the 1995
Employee Stock Purchase Plan - Amended As Of July 18, 1997 of California
Micro Devices Corporation of our report dated April 29, 1997, with respect
to the financial statements and schedule of California Micro Devices
Corporation included in its Annual Report (Form 10-K) for the year ended
March 31, 1997, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
January 23, 1998
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Jeffrey C. Kalb does
hereby make, constitute and appoint John E. Trewin and Scott Hover-Smoot, and
each of them, acting together or alone, his true and lawful attorneys-in-fact
and agents with full power of substitution, in his name, place and stead to
execute on his behalf, in his capacity as a Director of California Micro Devices
Corporation (the "Company"), a registration statement on Form S-8 or other
appropriate form and any and all amendments thereto (including post-effective
amendments), registering up to 440,000 shares of the Common Stock of the
Company, to be filed with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933, as amended (the "1933 Act") and any and
all other instruments which said attorneys-in-fact and agents deem necessary or
advisable to enable the Company to comply with the 1933 Act and the rules,
regulations and requirements of the SEC in respect thereof, giving and granting
to said attorneys-in-fact and agents, and each of them, acting together or
alone, full power and authority to do and perform each and every act and thing
whatsoever necessary to appropriate to be done in and about the premises as
fully to all intents as he might or would do if personally present at the doing
thereof, with full power of substitution and revocation, hereby ratifying and
confirming all that his said attorneys-in-fact or substitutes may or shall
lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY expires on February 28, 1998.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/ Jeffrey C. Kalb
Jeffrey C. Kalb
Dated: January 23, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Wade Meyercord does
hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and Scott
Hover-Smoot, and each of them, acting together or alone, his true and lawful
attorneys-in-fact and agents with full power of substitution, in his name, place
and stead to execute on his behalf, in his capacity as a Director of California
Micro Devices Corporation (the "Company"), a registration statement on Form S-8
or other appropriate form and any and all amendments thereto (including post-
effective amendments), registering up to 440,000 shares of the Common Stock of
the Company, to be filed with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933, as amended (the "1933 Act") and any and
all other instruments which said attorneys-in-fact and agents deem necessary or
advisable to enable the Company to comply with the 1933 Act and the rules,
regulations and requirements of the SEC in respect thereof, giving and granting
to said attorneys-in-fact and agents, and each of them, acting together or
alone, full power and authority to do and perform each and every act and thing
whatsoever necessary to appropriate to be done in and about the premises as
fully to all intents as he might or would do if personally present at the doing
thereof, with full power of substitution and revocation, hereby ratifying and
confirming all that his said attorneys-in-fact or substitutes may or shall
lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY expires on February 28, 1998.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/ Wade Meyercord
Wade Meyercord
Dated: January 23, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Angel G. Jordan does
hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and Scott
Hover-Smoot, and each of them, acting together or alone, his true and lawful
attorneys-in-fact and agents with full power of substitution, in his name, place
and stead to execute on his behalf, in his capacity as a Director of California
Micro Devices Corporation (the "Company"), a registration statement on Form S-8
or other appropriate form and any and all amendments thereto (including post-
effective amendments), registering up to 440,000 shares of the Common Stock of
the Company, to be filed with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933, as amended (the "1933 Act") and any and
all other instruments which said attorneys-in-fact and agents deem necessary or
advisable to enable the Company to comply with the 1933 Act and the rules,
regulations and requirements of the SEC in respect thereof, giving and granting
to said attorneys-in-fact and agents, and each of them, acting together or
alone, full power and authority to do and perform each and every act and thing
whatsoever necessary to appropriate to be done in and about the premises as
fully to all intents as he might or would do if personally present at the doing
thereof, with full power of substitution and revocation, hereby ratifying and
confirming all that his said attorneys-in-fact or substitutes may or shall
lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY expires on February 28, 1998.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
date indicated below.
/s/ Angel G. Jordan
Angel G. Jordan
Dated: January 23, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Donald Waite does
hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and Scott
Hover-Smoot, and each of them, acting together or alone, his true and lawful
attorneys-in-fact and agents with full power of substitution, in his name, place
and stead to execute on his behalf, in his capacity as a Director of California
Micro Devices Corporation (the "Company"), a registration statement on Form S-8
or other appropriate form and any and all amendments thereto (including post-
effective amendments), registering up to 440,000 shares of the Common Stock of
the Company, to be filed with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933, as amended (the "1933 Act") and any and
all other instruments which said attorneys-in-fact and agents deem necessary or
advisable to enable the Company to comply with the 1933 Act and the rules,
regulations and requirements of the SEC in respect thereof, giving and granting
to said attorneys-in-fact and agents, and each of them, acting together or
alone, full power and authority to do and perform each and every act and thing
whatsoever necessary to appropriate to be done in and about the premises as
fully to all intents as he might or would do if personally present at the doing
thereof, with full power of substitution and revocation, hereby ratifying and
confirming all that his said attorneys-in-fact or substitutes may or shall
lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY expires on February 28, 1998.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/ Donald Waite
Donald Waite
Dated: January 23, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Stuart Schube does
hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and Scott
Hover-Smoot, and each of them, acting together or alone, his true and lawful
attorneys-in-fact and agents with full power of substitution, in his name, place
and stead to execute on his behalf, in his capacity as a Director of California
Micro Devices Corporation (the "Company"), a registration statement on Form S-8
or other appropriate form and any and all amendments thereto (including post-
effective amendments), registering up to 440,000 shares of the Common Stock of
the Company, to be filed with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933, as amended (the "1933 Act") and any and
all other instruments which said attorneys-in-fact and agents deem necessary or
advisable to enable the Company to comply with the 1933 Act and the rules,
regulations and requirements of the SEC in respect thereof, giving and granting
to said attorneys-in-fact and agents, and each of them, acting together or
alone, full power and authority to do and perform each and every act and thing
whatsoever necessary to appropriate to be done in and about the premises as
fully to all intents as he might or would do if personally present at the doing
thereof, with full power of substitution and revocation, hereby ratifying and
confirming all that his said attorneys-in-fact or substitutes may or shall
lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY expires on February 28, 1998.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/ Stuart Schube
Stuart Schube
Dated: January 23, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, John Sprague does
hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and Scott
Hover-Smoot, and each of them, acting together or alone, his true and lawful
attorneys-in-fact and agents with full power of substitution, in his name, place
and stead to execute on his behalf, in his capacity as a Director of California
Micro Devices Corporation (the "Company"), a registration statement on Form S-8
or other appropriate form and any and all amendments thereto (including post-
effective amendments), registering up to 440,000 shares of the Common Stock of
the Company, to be filed with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933, as amended (the "1933 Act") and any and
all other instruments which said attorneys-in-fact and agents deem necessary or
advisable to enable the Company to comply with the 1933 Act and the rules,
regulations and requirements of the SEC in respect thereof, giving and granting
to said attorneys-in-fact and agents, and each of them, acting together or
alone, full power and authority to do and perform each and every act and thing
whatsoever necessary to appropriate to be done in and about the premises as
fully to all intents as he might or would do if personally present at the doing
thereof, with full power of substitution and revocation, hereby ratifying and
confirming all that his said attorneys-in-fact or substitutes may or shall
lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY expires on February 28, 1998.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/ John Sprague
John Sprague
Dated: January 23, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, John E. Trewin does
hereby make, constitute and appoint Jeffrey C. Kalb and Scott Hover-Smoot, and
each of them, acting together or alone, his true and lawful attorneys-in-fact
and agents with full power of substitution, in his name, place and stead to
execute on his behalf, in his capacity as an Officer of California Micro Devices
Corporation (the "Company"), a registration statement on Form S-8 or other
appropriate form and any and all amendments thereto (including post-effective
amendments), registering up to 440,000 shares of the Common Stock of the
Company, to be filed with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933, as amended (the "1933 Act") and any and
all other instruments which said attorneys-in-fact and agents deem necessary or
advisable to enable the Company to comply with the 1933 Act and the rules,
regulations and requirements of the SEC in respect thereof, giving and granting
to said attorneys-in-fact and agents, and each of them, acting together or
alone, full power and authority to do and perform each and every act and thing
whatsoever necessary to appropriate to be done in and about the premises as
fully to all intents as he might or would do if personally present at the doing
thereof, with full power of substitution and revocation, hereby ratifying and
confirming all that his said attorneys-in-fact or substitutes may or shall
lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY expires on February 28, 1998.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/ John E. Trewin
John E. Trewin
Dated: January 23, 1998
<PAGE>
EXHIBIT 99.1
1995 Stock Option Plan - Amended As Of July 26, 1996 And July 18, 1997
CALIFORNIA MICRO DEVICES CORPORATION
1995 STOCK OPTION PLAN
AMENDED AS OF JULY 26, 1996 AND JULY 18, 1997
1. PURPOSE.
--------
The purpose of the CALIFORNIA MICRO DEVICES CORPORATION 1995 Stock Option
Plan (the "Plan") is to advance the interests of the Corporation and its
shareholders by providing a means by which the Corporation and its Subsidiaries
shall be able to attract and retain qualified employees and consultants.
2. DEFINITIONS.
------------
(a) "Affiliate" shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations that includes the Corporation if each of
such corporations, other than the last corporation in the chain, owns at least
50% of the total voting power of one of the other corporations.
(b) "Affiliated Group" shall mean an affiliated group of corporations,
as defined in Code Section 1504, which includes the Corporation.
(c) "Board" shall mean the Board of Directors of the Corporation.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(e) "Committee" shall mean the committee appointed by the Board, in
accordance with Section 3(a) hereof, to administer the Plan.
(f) "Common Stock" shall mean the voting common stock of the
Corporation.
(g) "Consultant" shall mean any person who, or any employee of any firm
which, is engaged by the Company or any Affiliate to render consulting services.
(h) "Corporation" shall mean CALIFORNIA MICRO DEVICES CORPORATION, a
California corporation.
(i) "Effective Date" shall mean February 10, 1995.
(j) "Employee" shall mean any individual who is employed, within the
meaning of Section 3401 of the Code and the regulations thereunder, by the
Corporation or by any Affiliate. For purposes of the Plan and only for purposes
of the Plan, and in regard to Nonstatutory Stock
<PAGE>
Options but not for Incentive Stock Options, a Consultant of the Corporation or
any Affiliate shall be deemed to be an Employee, and service as a Consultant
with the Corporation or any Affiliate shall be deemed to be employment, but no
Incentive Stock Option shall be granted to a Consultant who is not an employee
of the Corporation or any Affiliate within the meaning of Section 3401 of the
Code and the regulations thereunder. In the case of a Consultant, the
provisions governing when a termination of employment has occurred for purposes
of the Plan shall be set forth in the written stock option agreement between the
Optionee and the corporation, or, if not so set forth, the Committee shall have
the discretion to determine when a termination of "employment" has occurred for
purposes of the Plan.
(k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
(l) "Exercise Price" shall mean the price per Share at which an Option
may be exercised, as determined by the Committee and as specified in the
Optionee's stock option agreement.
(m) "Fair Market Value" shall mean the value of one Share of Common
Stock, determined as follows: (i) if the Shares are traded on an exchange or on
the NASDAQ National Market System, the reported "closing price" on the date of
valuation or if no trading occurred on such date, the next preceding day on
which trading occurred; (ii) if the Shares are traded over-the-counter on the
NASDAQ System (other than on the NASDAQ National Market System), the mean
between the bid and the ask prices on said System at the close of business on
the date of valuation or if no trading occurred on such date, the next preceding
day on which trading occurred; and (iii) if neither (i) nor (ii) applies, the
fair market value as determined by the Committee in good faith. Such
determination shall be conclusive and binding on all persons.
(n) "Incentive Stock Option" shall mean an Option of the type described
in Section 422(b) of the Code.
(o) "Nonstatutory Stock Option" shall mean an Option of the type not
described in Section 422(b) or 423(b) of the Code.
(p) "Option" shall mean an option to purchase Common Stock granted
pursuant to the Plan.
(q) "Optionee" shall mean any person who holds an Option pursuant to the
Plan.
(r) "Outside Director" shall mean a member of the Board who (1) is not a
current employee of any member of the Affiliated Group; (2) does not receive
compensation for prior services (other than benefits under a tax-qualified
retirement plan) from any member of the Affiliated Group during a taxable year
in which he or she serves on the Committee; (3) has never been an officer of any
member of the Affiliated Group; and (4) does not receive remuneration from any
member of the Affiliated Group, either directly or indirectly, in any capacity
other than as a director.
(s) "Plan" shall mean this stock option plan as it may be amended from
time to time.
(t) "Purchase Price" shall mean at any particular time the Exercise Price
times the number of Shares for which an Option is being exercised.
<PAGE>
(u) "Share" shall mean one share of authorized Common Stock.
3. ADMINISTRATION.
---------------
(a) The Committee.
The Plan shall be administered by a Committee of Outside Directors which
shall consist of not less than two members, who during the one year prior to
service as an administrator of the Plan, shall not have been granted or awarded
equity securities pursuant to the Plan or any other plan of the Corporation or
any of its Affiliates except as permitted under Rule 16b-3 under the Exchange
Act. The Board may from time to time designate individuals as ineligible to
participate in the Plan for a specified period in order to become eligible to
be a member of the Committee.
(b) Powers of the Committee.
Subject to the provisions of the Plan, the Committee shall have the
authority, in its discretion and on behalf of the Corporation:
(i) to grant Options;
(ii) to determine the Exercise Price per Share of Options to be granted;
(iii) to determine the Employees to whom, and the time or times at
which, Options shall be granted and the number of Shares for which
an Option will be exercisable;
(iv) to interpret the Plan;
(v) to prescribe, amend, and rescind rules and regulations relating to
the Plan;
(vi) to determine the terms and provisions of each Option granted and,
with the consent of the holder thereof, modify or amend each
Option;
(vii) to accelerate or defer, with the consent of the Optionee, the
exercise date of any Option;
(viii) to authorize any person to execute on behalf of the Corporation any
instrument required to effectuate the grant of an Option previously
granted by the Committee;
(ix) with the consent of the Optionee, to reprice, cancel and regrant,
or otherwise adjust the Exercise Price of an Option previously
granted by the Committee; and
(x) to make all other determinations deemed necessary or advisable for
the administration of the Plan.
(c) Board's Determination of Fair Market Value.
The Board shall have the authority to determine, upon review of
relevant information, the Fair Market Value of the Common Stock, subject to the
provisions of the Plan and irrespective of whether the Board has appointed a
Committee to administer the Plan. The Board may delegate this authority to the
Committee.
<PAGE>
(d) Committee's Interpretation of the Plan.
The interpretation and construction by the Committee of any provision
of the Plan or of any Option granted hereunder shall be final and binding on all
parties claiming an interest in an Option granted under the Plan. No member of
the Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any Option.
4. PARTICIPATION.
--------------
(a) Eligibility.
The Optionees shall be such persons as the Committee may select from
among the Employees, provided that Consultants are not eligible to receive
Incentive Stock Options. Notwithstanding anything to the contrary set forth
herein, members of the Board are not eligible for grants of Options.
(b) Ten Percent Shareholders.
Any Employee who owns Stock possessing more than 10% of the total
combined voting power of all classes of outstanding stock of the Corporation or
any Affiliate shall not be eligible to receive an Option unless:
(i) the Exercise Price of the Shares subject to such Option when
granted is at least 110% of the Fair Market Value of such
Shares, and
(ii) such Option by its terms is not exercisable after the
expiration of five years from the date of grant.
(c) Stock Ownership.
For purposes of Paragraph 4(b), in determining stock ownership, an
Employee shall be considered as owning the stock owned, directly or indirectly,
by or for his or her brothers and sisters, spouse, ancestors, and lineal
descendants. Stock owned, directly or indirectly, by or for a corporation,
partnership, estate, or trust shall be considered as being owned proportionately
by or for its shareholders, partners, or beneficiaries, respectively. Stock
with respect to which such Employee or any other person holds an option shall
be disregarded.
(d) Outstanding Stock.
For purposes of Section 4(b), the term "outstanding stock" shall
include all stock actually issued and outstanding immediately after the grant
of the Option to the Optionee but shall not include any share for which an
Option is exercisable by any person.
5. STOCK.
------
(a) Shares Subject to This Plan.
The aggregate number of Shares which may be issued upon exercise of
Options under the Plan shall not exceed Two million Three Hundred Seventy
Thousand (2,370,000), subject to adjustment pursuant to Section 9 hereof.
(b) Options Not to Exceed Shares Available.
The number of Shares for which an Option is exercisable at any time
shall not exceed the number of Shares remaining available for issuance under the
Plan. If any Option expires or is terminated, the number of Shares for which
such Option was exercisable may be made exercisable pursuant to other Options
under the Plan. The limitations established by this
<PAGE>
Section 5(b) shall be subject to adjustment in the manner provided in Section 9
hereof upon the occurrence of an event specified therein.
(c) Limitation on Grants.
No person shall be granted in any one fiscal year options for more
than 500,000 Shares.
6. TERMS AND CONDITIONS OF OPTIONS.
--------------------------------
(a) Stock Option Agreements.
Options shall be evidenced by written stock option agreements between
the Optionee and the Corporation in such form as the Committee shall from time
to time determine. No Option or purported Option shall be a valid and binding
obligation of the Corporation unless so evidenced in writing.
(b) Number of Shares.
Each stock option agreement shall state the number of Shares for
which the Option is exercisable and shall provide for the adjustment thereof in
accordance with Section 9 hereof.
(c) Vesting.
An Optionee may not exercise his or her Option for any Shares until
the Option, in regard to such Shares, has vested. Each stock option agreement
shall include a vesting schedule which shall show when the Option becomes
exercisable. The vesting schedule shall not impose upon the Corporation or any
Affiliate any obligation to retain the Optionee in its employ or under contract
for any period or otherwise change the employment-at-will status of an Optionee
who is an employee of the Corporation or any Affiliate.
(d) Lapse of Options.
Each stock option agreement shall state the time or times when the
Option covered thereby lapses and becomes unexercisable in part or in full. An
Option shall lapse on the earliest of the following events (unless otherwise
determined by the Committee and reflected in an option agreement):
(i) The tenth anniversary of the date of granting the Option;
(ii) The first anniversary of the Optionee's death;
(iii) The first anniversary of the date the Optionee ceases to be an
Employee due to total and permanent disability, within the
meaning of Section 22(e)(3) of the Code;
(iv) On the date provided in Section 6(h)(i), unless with respect to
a Nonstatutory Stock Option, the Committee otherwise extends
such period before the applicable expiration date;
(v) On the date provided in Section 9 for a transaction described
in such Section;
(vi) The date the Optionee files or has filed against him or her a
petition in bankruptcy; or
(vii) The expiration date specified in an Optionee's stock option
agreement.
<PAGE>
(e) Exercise Price.
Each stock option agreement shall state the Exercise Price for the
Shares for which the Option is exercisable. Subject to Section 4(b), the
Exercise Price of an Incentive Stock Option and a Nonstatutory Stock Option
shall, when granted, be not less than 100% and 85% of the Fair Market Value of
the Shares for which the Option is exercisable, respectively, and not less than
the par value of the Shares.
(f) Medium and Time of Payment.
The Purchase Price shall be payable in full in cash upon the exercise
of an Option but the Committee may allow the Optionee to pay the Purchase Price:
(i) by surrendering Shares in good form for transfer, owned by the
Optionee and having a Fair Market Value on the date of exercise
equal to the Purchase Price;
(ii) by delivery of a full recourse promissory note ("Note") made by
the Optionee in the amount of the Purchase Price, bearing
interest, compounded semiannually, at a rate not less than the
rate determined under Section 7872 of the Code to insure that
no "foregone interest", as defined in such section, will accrue,
together with the delivery of a duly executed standard form
security agreement securing the Note by a pledge of the Shares
purchased; or
(iii) in any combination of such consideration or such other
consideration and method of payment for the issuance of Shares to
the extent permitted under applicable law Code as long as the sum
of the cash so paid, the Fair Market Value of the Shares so
surrendered, and the amount of any Note equals the Purchase
Price.
The Committee or a stock option agreement may prescribe requirements
with respect to the exercise of Options, including the submission by the
Optionee of such forms and documents as the Committee may require and, the
delivery by the Optionee of cash sufficient to satisfy applicable withholding
requirements. The Committee may vary the exercise requirements and procedures
from time to time to facilitate, for example, the broker-assisted exercise of
Options.
(g) Nontransferability of Options.
During the lifetime of the Optionee, the Option shall be exercisable
only by the Optionee or the Optionee's conservator or legal representative and
shall not be assignable or transferable except pursuant to a qualified domestic
relations order as defined by the Code. In the event of the Optionee's death,
the Option shall not be transferable by the Optionee other than by will or the
laws of descent and distribution.
(h) Termination of Employment Other than by Death or Disability.
(i) If an Optionee ceases to be an Employee for any reason other
than his or her death or disability, the Optionee shall have the
right, subject to the provisions of this Section 6, to exercise
any Option held by the Optionee at any time within ninety (90)
days after his or her termination of employment, but not beyond
the otherwise applicable term of the Option and only to the
extent that on such date of termination of employment the
Optionee's right to exercise such Option had vested.
<PAGE>
(ii) For purposes of this Section 6(h), the employment relationship
shall be treated as continuing intact while the Optionee is an
active employee of the Corporation or any Affiliate, or is on
military leave, sick leave, or other bona fide leave of absence
to be determined in the sole discretion of the Committee. The
preceding sentence notwithstanding, in the case of an Incentive
Stock Option, employment shall be deemed to terminate on the
date the Optionee ceases active employment with the Corporation
or any Affiliate, unless the Optionee's reemployment rights are
guaranteed by statute or contract.
(i) Death of Optionee.
If an Optionee dies while an Employee, or after ceasing to be an
Employee but during the period while he or she could have exercised an Option
under Section 6(h), any Option granted to the Optionee may be exercised, to the
extent it had vested at the time of death and subject to the Plan, at any time
within 12 months after the Optionee's death, by the executors or administrators
of his or her estate or by any person or persons who acquire the Option by will
or the laws of descent and distribution, but not beyond the otherwise applicable
term of the Option.
(j) Disability of Optionee.
If an Optionee ceases to be an Employee due to becoming totally and
permanently disabled within the meaning of Section 22(e)(3) of the Code, any
Option granted to the Optionee may be exercised to the extent it had vested at
the time of cessation and, subject to the Plan, at any time within 12 months
after the Optionee's termination of employment, but not beyond the otherwise
applicable term of the Option.
(k) Rights as a Shareholder.
An Optionee, or a transferee of an Optionee, shall have no rights as
a shareholder of the Corporation with respect to any Shares for which his or her
Option is exercisable until the date of the issuance of a stock certificate for
such Shares. No adjustment shall be made for dividends, ordinary or
extraordinary or whether in currency, securities, or other property,
distributions, or other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Section 9 hereof.
(l) Modification, Extension, and Renewal of Options.
Within the limitations of the Plan, the Committee may modify, extend
or renew outstanding Options or accept the cancellation of outstanding Options
for the granting of new Options in substitution therefor. Notwithstanding the
preceding sentence, no modification of an Option shall, without the consent of
the Optionee, alter or impair any rights or obligations under any Option
previously granted.
(m) Other Provisions.
The stock option agreements authorized under the Plan may contain
such other provisions which are not inconsistent with the terms of the Plan,
including, without limitation, restrictions upon the exercise of the Option, as
the Committee shall deem advisable.
7. $100,000 PER YEAR LIMITATION ON VESTING OF ISOs.
------------------------------------------------
To the extent that the Fair Market Value of Shares (determined for each
Share as of the date of grant of the Option covering such Share) subject to
Options granted under this Plan (or any other plan of the Corporation or any
Affiliate) which are designated as Incentive Stock Options and which become
exercisable by an Optionee for the first time during a single calendar year
exceeds
<PAGE>
$100,000, the Option(s) (or portion thereof) covering such Shares shall
be recharacterized (to the extent of such excess over $100,000) as a
Nonstatutory Stock Option. In determining which Option(s) shall be treated as
Nonstatutory Stock Options under the preceding sentence, the Options shall be
taken into account in the order granted, with the result that a later granted
Option shall be recharacterized as a Nonstatutory Stock Option prior to such
recharacterization of a previously granted Option.
8. TERM OF PLAN.
-------------
Options may be granted pursuant to the Plan until ten years following the
Effective Date, and all Options which are outstanding on such date shall remain
in effect until they are exercised or expire by their terms. The Plan shall
expire for all purposes on the date 20 years following the Effective Date.
9. RECAPITALIZATION, TAKEOVERS, AND LIQUIDATIONS.
----------------------------------------------
(a) Reorganizations.
The number of Shares covered by the Plan, as provided in Section 5
hereof, and the number of Shares for which each Option is exercisable shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from the payment of a Common Stock dividend, a stock split, a
reverse stock split or any other event which results in an increase or decrease
in the number of issued Shares effected without receipt of consideration by the
Corporation, and the Exercise Price shall be proportionately increased in the
event the number of Shares subject to such Option are decreased and shall be
proportionately decreased in the event the number of Shares subject to such
Option are increased. For the purposes of this paragraph, conversion of any
convertible securities of the Corporation shall not be deemed to have been
"effected without receipt of consideration." Adjustments 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 Corporation
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.
(b) Liquidation.
In the event of the dissolution or liquidation of the Corporation,
each Option shall terminate immediately prior to the consummation of such
action. The Committee shall notify the Optionee not less than fifteen (15) days
prior to the proposed consummation of a pending dissolution or liquidation, and
the Option shall be exercisable as to all Shares which are vested prior to
expiration until immediately prior to the consummation of such action.
(c) Merger.
In the event of a merger or acquisition involving an acquisition of
the Corporation or an acquisition by the Corporation of another company, the
result of which is that the outstanding voting securities of the Corporation do
not represent, or are not converted into, a majority of the outstanding voting
securities of the surviving corporation, except as otherwise provided in any
particular Option agreement, the vesting of all unvested Options shall be
accelerated and all options shall be immediately exercisable. Without limiting
the generality of the foregoing, in the event of (i) a proposed merger of the
Corporation with or into another corporation, as a result of which the
Corporation is not the surviving corporation and (ii) the Option is not assumed
or an equivalent option substituted by the successor corporation or a parent or
subsidiary of the
<PAGE>
successor corporation, then in such case each Option shall terminate immediately
prior to the consummation of such transaction. The Committee shall notify the
Optionee not less than fifteen (15) days prior to the proposed consummation of
such transaction, and the Option shall be exercisable as to all Shares which are
subject to the Option until immediately prior to the consummation of such
transaction.
(d) Determination by Committee.
All adjustments described in this Section 9 shall be made by the
Committee, whose determination shall be conclusive and binding on all persons.
(e) Limitation on Rights of Optionee.
Except as expressly provided in this Section 9, no Optionee shall
have any rights by reason of any payment of any stock dividend, stock split or
reverse stock split or any other increase or decrease in the number of shares
of stock of any class, or by reason of any reorganization, consolidation,
dissolution, liquidation, merger, exchange, split-up or reverse split-up, or
spin-off of assets or stock of another corporation. Any issuance by the
Corporation of Shares, Options or securities convertible into Shares or Options
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number or Exercise Price of the Shares for which an Option is
exercisable. Notwithstanding the foregoing, if the Corporation shall enter into
a transaction affecting the Corporation's capital stock or distributions to the
holders of its capital stock for which a revision in the terms of each Option is
not required pursuant to this Section 9, the Committee shall have the right, but
not the obligation, to revise the terms of each Option in a manner the
Committee, in its sole discretion, deems fair and reasonable given the
transaction involved. If necessary or appropriate in connection with such
transaction, the Committee may declare that any Option shall terminate as of a
date fixed by the Committee and give each Optionee the right to exercise his
Option in whole or in part, including exercise as to Shares to which the Option
would not otherwise be exercisable.
(f) No Restriction on Rights of Corporation.
The grant of an Option shall not affect or restrict in any way the right
or power of the Corporation to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure, or to merge or
consolidate, or to dissolve, liquidate, sell, or transfer all or any part of its
business or assets.
10. SECURITIES LAW REQUIREMENTS.
----------------------------
The Corporation shall not be under any obligation to issue any Shares upon
the exercise of any Option unless and until the Corporation has determined that:
(i) it and the Optionee have taken all actions required to register the Shares
under the Securities Act of 1933, or to perfect an exemption from the
registration requirements thereof; (ii) any applicable listing requirement of
any stock exchange on which the Common Stock is listed has been satisfied; and
(iii) all other applicable provisions of state and Federal law have been
satisfied.
11. EXERCISE OF UNVESTED OPTIONS.
-----------------------------
The Committee may grant any Optionee the right to exercise any Option
prior to the complete vesting of such Option. Without limiting the generality
of the foregoing, the Committee may provide that if an Option is exercised prior
to having completely vested, the Shares issued upon such exercise shall remain
subject to vesting at the same rate as under the Option so exercised and shall
be subject to a right, but not an obligation, of repurchase by the Corporation
<PAGE>
with respect to all unvested Shares if the Optionee ceases to be an Employee for
any reason. For the purposes of facilitating the enforcement of any such right
of repurchase, at the request of the Committee, the Optionee shall enter into
the Joint Escrow Instructions with the Corporation and deliver every certificate
for his or her unvested Shares with a stock power executed in blank by the
Optionee and by the Optionee's spouse, if required for transfer.
12. AMENDMENT OF THE PLAN.
----------------------
The Board or the Committee may, from time to time, terminate, suspend or
discontinue the Plan, in whole or in part, or revise or amend it in any respect
whatsoever including, but not limited to, the adoption of any amendment(s)
deemed necessary or advisable to qualify the Options under rules and regulations
promulgated by the Securities and Exchange Commission with respect to Employees
who are subject to the provisions of Section 16 of the Securities Exchange Act
of 1934, as amended, or to correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any Option granted thereunder,
without approval of the shareholders of the Corporation, but without the
approval of the Corporation's shareholders, no such revision or amendment shall:
(i) Increase the number of Shares subject to the Plan, other than any
increase pursuant to Section 9;
(ii) Materially modify the requirements as to eligibility for participation
in the Plan;
(iii) Materially increase the benefits accruing to Optionees under the Plan;
(iv) Extend the term of the Plan; or
(v) Amend this Section to defeat its purpose.
No amendment, termination or modification of the Plan shall affect any
Option theretofore granted in any material adverse way without the consent of
the Optionee.
13. APPLICATION OF FUNDS.
---------------------
The proceeds received by the Corporation from the sale of Common
Stock pursuant to the exercise of an Option shall be used for general
corporate purposes.
14. APPROVAL OF SHAREHOLDERS.
-------------------------
The Plan shall be subject to approval by the affirmative vote of the
holders of a majority of all classes of the outstanding shares present and
entitled to vote at the first meeting of shareholders of the Corporation
following the adoption of the Plan or by written consent, and in no event later
than one (1) year following the Effective Date. Prior to such approval, Options
may be granted but shall not be exercisable. Any amendment described in Section
12 (i) to (iv) shall also be subject to approval by the Corporation's
shareholders.
15. WITHHOLDING OF TAXES.
---------------------
In the event the Corporation or a Affiliate determines that it is
required to withhold Federal, state, or local taxes in connection with the
exercise of an Option or the disposition of Shares
<PAGE>
issued pursuant to the exercise of an Option, the Optionee or any person
succeeding to the rights of the Optionee, as a condition to such exercise or
disposition, may be required to make arrangements satisfactory to the
Corporation or the Affiliate to enable it to satisfy such withholding
requirements.
16. RIGHTS AS AN EMPLOYEE.
----------------------
Neither the Plan nor any Option granted pursuant thereto shall be
construed to give any person the right to remain in the employ of the
Corporation or any Affiliate, or to affect the right of the Corporation or any
Affiliate to terminate such individual's employment at any time with or without
cause. The grant of an Option shall not entitle the Optionee to, or disqualify
the Optionee from, participation in the grant of any other Option under the Plan
or participation in any other benefit plan maintained by the Corporation or any
Affiliate.
17. DISAVOWAL OF REPRESENTATIONS, UNDERTAKINGS OR CREATION OF IMPLIED
-----------------------------------------------------------------
RIGHTS.
-------
In adopting and maintaining this Plan and granting options hereunder,
neither the Corporation nor any Affiliate makes any representations or
undertakings with respect to the initial qualification or treatment of Options
under federal or state tax or securities laws. The Corporation and each
Affiliate expressly disavows the creation of any rights in Employees, Optionees,
or beneficiaries of any obligations on the part of the Corporation, any
Affiliate or the Committee, except as expressly provided herein.
18. INSPECTION OF RECORDS.
----------------------
Copies of the Plan, records reflecting each Optionee's Option, and any
other documents and records which an Optionee is entitled by law to inspect
shall be open to inspection by the Optionee and his or her duly authorized
representative at the office of the Committee at any reasonable business hour.
19. INFORMATION TO OPTIONEES.
-------------------------
Each Optionee shall be provided with such information regarding the
Corporation as the Committee from time to time deems necessary or appropriate;
provided however, that each Optionee shall at all times be provided with such
information as is required to be provided from time to time pursuant to
applicable regulatory requirements, including, but not limited to, any
applicable requirements of the Securities and Exchange Commission, the
California Department of Corporations and other state securities agencies.
<PAGE>
EXHIBIT 99.2
1995 Non-Employee Directors' Stock Option Plan
Amended As Of July 26, 1996 And July 18, 1997
CALIFORNIA MICRO DEVICES CORPORATION
1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
AMENDED AS OF JULY 26, 1996 AND JULY 18, 1997
1. PURPOSE.
--------
The purpose of the CALIFORNIA MICRO DEVICES CORPORATION Non-Employee
Directors' Stock Option Plan (the "Plan") is to secure for the Corporation and
its shareholders the benefits of the incentive inherent in increased common
stock ownership by the members of the Board of Directors (the "Board") of the
Corporation who are not employees of the Corporation or any of its subsidiaries.
2. DEFINITIONS.
------------
(a) "Board" shall mean the board of directors of the Corporation.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Committee" shall mean the committee appointed by the Board to
administer the Plan, or if no such committee is appointed, by the Board.
(d) "Common Stock" shall mean the voting common stock, of the
Corporation.
(e) "Corporation" shall mean CALIFORNIA MICRO DEVICES CORPORATION, a
California corporation.
(f) "Director" shall mean a member of the Board.
(g) "Effective Date" shall mean February 10, 1995.
(h) "Exercise Price" shall mean the price per Share at which an Option
may be exercised, as determined by the Committee and as specified in the
Optionee's stock option agreement.
(i) "Fair Market Value" shall mean for any day the average of the
closing bid and asked prices of the Stock in the over-the-counter market, as
reported through the National Association of Securities Dealers ("NASD")
Automated Quotation System or, if the Stock is listed or admitted to trading on
the Nasdaq National Market System or any national securities exchange or if the
last reported sale price of such Stock is generally available, the last reported
sale price on such system or exchange. The Fair Market Value for any day for
which there is no such bid and asked or last reported sales price shall be the
Fair Market Value of the next preceding day for
<PAGE>
which there is such a price.
(j) "Non-Employee Director" shall mean a Director who is not an employee
of the Corporation or any of its subsidiaries.
(k) "Option" shall mean an option to purchase Common Stock granted
pursuant to the Plan.
(l) "Optionee" shall mean any person who holds an Option pursuant to
the Plan.
(m) "Plan" shall mean the CALIFORNIA MICRO DEVICES CORPORATION 1995 Non-
Employee Directors' Stock Option Plan, as it may be amended from time to time.
(n) "Purchase Price" shall mean at any particular time the Exercise
Price times the number of Shares for which an Option is being exercised.
(o) "Share" shall mean one share of authorized Common Stock.
3. ADMINISTRATION.
---------------
(a) The Committee.
The Plan shall be administered by a Committee which shall consist of
not less than three members of the Board.
(b) Powers of the Committee.
Subject to the provisions of the Plan, the Committee shall have the
authority, in its discretion and on behalf of the Corporation shall, subject to
the provisions of the Plan, grant Options and shall have the power to construe
the Plan, to determine all questions arising thereunder and to adopt and amend
such rules and regulations for the administration of the Plan as it may deem
desirable. Any decision of the Committee in the administration of the Plan, as
described herein, shall be final and conclusive. No member of the Committee
shall be liable for anything done or omitted to be done by such member or by
any other member of the Committee in connection with the Plan, except for such
member's own willful misconduct or as expressly provided by statute.
4. PARTICIPATION.
--------------
Each Non-Employee Director shall be eligible to receive Options in
accordance with the Plan. The adoption of this Plan shall not be deemed to
give any director any right to be granted an option to purchase Common Stock
of the Corporation, except to the extent and upon such terms and conditions
are provided herein.
5. STOCK.
------
(a) Shares Subject to This Plan.
The aggregate number of Shares which may be issued upon exercise of
Options under the Plan shall not exceed Two Hundred and Twenty Thousand
(220,000) subject to adjustment pursuant to Section 8 hereof.
<PAGE>
(b) Options Not to Exceed Shares Available.
The number of Shares for which an Option is exercisable at any time
shall not exceed the number of Shares remaining available for issuance under the
Plan. If any Option expires or is terminated, the number of Shares for which
such Option was exercisable may be made exercisable pursuant to other Options
under the Plan. The limitations established by this Section 5 shall be subject
to adjustment in the manner provided in Section 8 hereof upon the occurrence of
an event specified therein.
6. TERMS AND CONDITIONS OF OPTIONS.
--------------------------------
(a) Stock Option Agreements.
Options shall be evidenced by written stock option agreements
between the Optionee and the Corporation in such form as the Committee shall
from time to time determine. No Option or purported Option shall be a valid and
binding obligation of the Corporation unless so evidenced in writing.
(b) Number of Shares.
Each stock option agreement shall state the number of Shares for
which the Option is exercisable in accordance with the following and shall
provide for the adjustment thereof in accordance with Section 8 hereof.
(i) Upon adoption of this Plan by the Board, and subject to the
approval of the Plan by the Shareholders of the Corporation in
accordance with Section 14 hereof, each Non-Employee Director
then in office shall, without further action required, be
granted an Option for the purchase of Ten Thousand (10,000)
Shares. Each other person appointed or elected to serve as a
Non-Employee Director during the term of this Plan shall be
granted an option for Fifteen Thousand (15,000) Shares upon his
or her appointment or election.
(ii) Subject to the approval of the Plan by the Shareholders of the
Corporation in accordance with Section 14 hereof, each year, as
of the date of the Annual Meeting of Shareholders of the
Corporation, each Non-Employee Director who has been elected or
re-elected or who is continuing as a member of the Board as of
the adjournment of the Annual Meeting (other than any Non-
Employee Director eligible for a grant pursuant to paragraph
(b)(i)) shall automatically receive an Option for Ten Thousand
(10,000) shares of Common Stock.
(c) Vesting.
An Optionee may not exercise his or her Option for any Shares until
the Non-Employee Director has served one year as a member of the Board since the
date the option was granted. An Optionee may exercise the Option as to one
fourth of the Shares at the end of the 4th full calendar quarter following the
date the Option was granted and as to an additional 1/16th of the Shares at the
end of each of the full calendar quarter commencing with the 5th full calendar
quarter following the date the Option was granted. The right to exercise the
Option shall be cumulative. An Optionee may buy all, or from time to time any
part, of the maximum number of shares which are exercisable under the an Option,
but in no case may Optionee exercise the Option with regard to a fraction of a
share, or for any share for which the Stock Option is not exercisable.
<PAGE>
(d) Lapse of Options.
Each stock option agreement shall state the time or times when the
Option covered thereby lapses and becomes unexercisable in part or in full. An
Option shall lapse on the earliest of the following events (unless otherwise
determined by the Committee and reflected in an option agreement):
(i) The tenth anniversary of the date of granting the Option;
(ii) The first anniversary of the Optionee's death;
(iii) The first anniversary of the date the Optionee ceases to be a
Director due to total and permanent disability, within the
meaning of Section 22(e)(3) of the Code;
(iv) Ninety (90) days after the Optionee ceases to be a Director
for any reason other than his or her death or total and
permanent disability;
(v) The date the Optionee files or has filed against him or her a
petition in bankruptcy; or
(vi) The expiration date specified in an Optionee's stock option
agreement.
(e) Exercise Price.
Each stock option agreement shall state the Exercise Price for the
Shares for which the Option is exercisable. The Exercise Price of all Options
shall be the Fair Market Value of the Shares for which the Option is
exercisable, and not less than the par value of the Shares.
(f) Medium and Time of Payment.
The Purchase Price shall be payable in full in cash upon the
exercise of an Option but the Committee may allow the Optionee to pay the
Purchase Price:
(i) by surrendering Shares in good form for transfer, owned by the
Optionee and having a Fair Market Value on the date of
exercise equal to the Purchase Price;
(ii) by delivery of a full recourse promissory note ("Note") made
by the Optionee in the amount of the Purchase Price, bearing
interest, compounded semiannually, at a rate not less than the
rate determined under Section 7872 of the Code to insure that
no "unstated interest", as defined in such section will
accrue, together with the delivery of a duly executed standard
form security agreement securing the Note by a pledge of the
Shares purchased; or
(iii) in any combination of such consideration or such other
consideration and method of payment for the issuance of Shares
to the extent permitted under applicable law as long as the
sum of the cash so paid, the Fair Market Value of the Shares
so surrendered, and the amount of any Note equals the Purchase
Price.
The Committee or a stock option agreement may prescribe
requirements with respect to the exercise of Options, including the submission
by the Optionee of such forms and documents as the Committee may require and the
delivery by the Optionee of cash sufficient to
<PAGE>
satisfy applicable withholding requirements. The Committee may vary the
exercise requirements and procedures from time to time to facilitate, for
example, the broker-assisted exercise of Options.
(g) Nontransferability of Options.
During the lifetime of the Optionee, the Option shall be exercisable
only by the Optionee or the Optionee's conservator or legal representative and
shall not be assignable or transferable except pursuant to a qualified domestic
relations order as defined by the Code. In the event of the Optionee's death,
the Option shall not be transferable by the Optionee other than by will or the
laws of descent and distribution.
(h) Termination of Directorship Other than by Death or Disability.
If an Optionee ceases to be a Director for any reason other than his
or her death or disability, the Optionee shall have the right, subject to the
provisions of this Section 6, to exercise any Option held by the Optionee at any
time within ninety (90) days after his or her termination as a Director, but not
beyond the otherwise applicable term of the Option and only to the extent that
on such date of termination as a Director the Optionee's right to exercise such
Option had vested.
(i) Death of Optionee.
If an Optionee dies while a Director, or after ceasing to be a
Director but during the period while he or she could have exercised an Option
under Section 6(h) hereof, any Option granted to the Optionee may be exercised,
to the extent it had vested at the time of death and subject to the Plan, at any
time within twelve (12) months after the Optionee's death, by the executors or
administrators of his or her estate or by any person or persons who acquire the
Option by will or the laws of descent and distribution, but not beyond the
otherwise applicable term of the Option.
(j) Disability of Optionee.
If an Optionee ceases to be a Director due to becoming totally and
permanently disabled within the meaning of Section 22(e)(3) of the Code, any
Option granted to the Optionee may be exercised to the extent it had vested at
the time of cessation and, subject to the Plan, at any time within twelve (12)
months after the termination of Optionee's position as a Director, but not
beyond the otherwise applicable term of the Option.
(k) Rights as a Shareholder.
An Optionee, or a transferee of an Optionee, shall have no rights
as a shareholder of the Corporation with respect to any Shares for which his
or her Option is exercisable until the date of the issuance of a stock
certificate for such Shares. No adjustment shall be made for dividends,
ordinary or extraordinary or whether in currency, securities, or other
property, distributions, or other rights for which the record date is prior
to the date such stock certificate is issued, except as provided in Section
8 hereof.
(l) Other Provisions.
The stock option agreements authorized under the Plan may contain
such other provisions which are not inconsistent with the terms of the Plan,
including, without limitation, restrictions upon the exercise of the Option, as
the Committee shall deem advisable.
7. TERM OF PLAN.
-------------
Options may be granted pursuant to the Plan until ten (10) years
following the Effective
<PAGE>
Date, and all Options which are outstanding on such date
shall remain in effect until they are exercised or expire by their terms. The
Plan shall expire for all purposes on the date twenty (20) years following the
Effective Date.
8. REORGANIZATIONS.
----------------
(a) Reorganizations.
The number of Shares covered by the Plan, as provided in Section 5
hereof, and the number of Shares for which each Option is exercisable shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from the payment of a Common Stock dividend, a stock split, a
reverse stock split or any other event which results in an increase or decrease
in the number of issued Shares effected without receipt of consideration by the
Corporation, and the Exercise Price shall be proportionately increased in the
event the number of Shares subject to such Option are decreased and shall be
proportionately decreased in the event the number of Shares subject to such
Option are increased. Adjustments 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 Corporation 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.
(b) Liquidation.
In the event of the dissolution or liquidation of the Corporation,
each Option shall terminate immediately prior to the consummation of such
action. The Committee shall notify the Optionee not less than fifteen (15) days
prior to the proposed consummation of a pending dissolution or liquidation, and
the Option shall be exercisable as to all Shares which are vested prior to
expiration until immediately prior to the consummation of such action.
(c) Merger.
In the event of a merger or acquisition involving an acquisition of
the Corporation or an acquisition by the Corporation of another company, the
result of which is that the outstanding voting securities of the Corporation do
not represent, or are not converted into, a majority of the outstanding voting
securities of the surviving corporation, except as otherwise provided in any
particular Option agreement, the vesting of all unvested Options shall be
accelerated and all options shall be immediately exercisable. Without limiting
the generality of the foregoing, in the event of (i) a proposed merger of the
Corporation with or into another corporation, as a result of which the
Corporation is not the surviving corporation and (ii) the Option is not assumed
or an equivalent option substituted by the successor corporation or a parent or
subsidiary of the successor corporation, then in such case each Option shall
terminate immediately prior to the consummation of such transaction. The
Committee shall notify the Optionee not less than fifteen (15) days prior to the
proposed consummation of such transaction, and the Option shall be exercisable
as to all Shares subject to such Option until immediately prior to the
consummation of such transaction.
(d) Determination by Committee.
All adjustments described in this Section 8 shall be made by the
Committee, whose determination shall be conclusive and binding on all persons.
(e) Limitation on Rights of Optionee.
Except as expressly provided in this Section 8, no Optionee shall
have any rights by
<PAGE>
reason of any payment of any stock dividend, stock split or
reverse stock split or any other increase or decrease in the number of shares of
stock of any class, or by reason of any reorganization, consolidation,
dissolution, liquidation, merger, exchange, split-up or reverse split-up, or
spin-off of assets or stock of another corporation. Any issuance by the
Corporation of Shares, Options or securities convertible into Shares or Options
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number or Exercise Price of the Shares for which an Option is
exercisable.
(f) No Restriction on Rights of Corporation.
The grant of an Option shall not affect in any way the right or
power of the Corporation to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure, or to merge or
consolidate, or to dissolve, liquidate, sell, or transfer all or any part of its
business or assets.
9. SECURITIES LAW REQUIREMENTS.
----------------------------
(a) Legality of Issuance.
No Share shall be issued upon the exercise of any Option unless and
until the Corporation has determined that:
(i) The Corporation and the Optionee have taken all actions
required to exempt the issuance of the Shares from the
registration requirements under the Securities Act of 1933, as
amended (the "Act"), or the Corporation and the Optionee shall
determine that the registration requirements of the Act do not
apply to such exercise;
(ii) Any applicable listing requirement of any stock exchange on
which the Common Stock is listed has been satisfied; and
(iii) Any other applicable provision of state or Federal law has
been satisfied.
(b) Restrictions on Transfer; Representations of Optionee; Legends.
Regardless of whether the offering and sale of Shares has been
registered under the Act or has been registered or qualified under the
securities laws of any state, the Corporation may impose restrictions upon the
sale, pledge, or other transfer of such Shares, including the placement of
appropriate legends on stock certificates, if, in the judgment of the
Corporation and its counsel, such restrictions are necessary or desirable in
order to achieve compliance with the provisions of the Act, the securities laws
of any state, or any other law. If the sale of Shares is not registered under
the Act and the Corporation shall determine that the registration requirements
of the Act apply to such sale, but an exemption is available which requires an
investment representation or other representation, the Optionee shall be
required, as a condition to purchasing Shares by exercise of his or her Option,
to represent that such Shares are being acquired for investment, and not with a
view to the sale or distribution thereof, except in compliance with the Act, and
to make such other representations as are deemed necessary or appropriate by the
Corporation and its counsel. Stock certificates evidencing Shares acquired
pursuant to an unregistered transaction to which the Act applies shall bear such
restrictive legends as are required or deemed advisable under the Plan or the
provisions of any applicable law. Any determination by the Corporation and its
counsel in connection with any of the matters set forth in this section shall be
conclusive and binding on all persons.
<PAGE>
(c) Registration or Qualification of Securities.
The Corporation may, but shall not be obligated to, register or
qualify the sale of Shares under the Act or any other applicable law.
(d) Exchange of Certificates.
If, in the opinion of the Corporation and its counsel, any legend
placed on a stock certificate representing Shares sold hereunder is no longer
required, the Optionee or the holder of such certificate shall be entitled to
exchange such certificate for a certificate representing the same number of
Shares but lacking such legend.
10. AMENDMENT OF THE PLAN.
----------------------
The Plan may be amended at any time and from time to time by the Board
as the Board shall deem advisable including, but not limited to amendments
necessary to qualify for any exemption or to comply with applicable law or
regulations, provided, however, that except as provided in Section 8, the Board
may not, without further approval by the shareholders of the Corporation,
materially increase the number of shares of Common Stock as to which Options may
be granted under the Plan, materially increase the benefits accruing to
Participants under the Plan or materially modify the requirements as to
eligibility for Participants in the Plan. No amendment of the Plan shall
materially and adversely affect any right of any Optionee with respect to any
Option theretofore granted without such Optionee's written consent. The Plan
may not be amended more frequently than once every six months with respect to
the number of shares subject to Options granted to members of the Board of
Directors, the timing of such Option grants and the determination of the
exercise price of such Options other than to comport with changes in the Code,
the Employee Retirement Security Act, or the rules thereunder. Notwithstanding
anything to the contrary contained herein, this Plan shall not be amended except
in accordance with the provisions of Rule 16b-3(c) under the Securities Exchange
Act of 1934, as amended, or any successor rule thereto.
11. APPLICATION OF FUNDS.
---------------------
The proceeds received by the Corporation from the sale of Common Stock
pursuant to the exercise of an Option shall be used for general corporate
purposes.
12. APPROVAL OF SHAREHOLDERS.
-------------------------
The Plan shall be subject to approval by the affirmative vote of the
holders of a majority of all classes of the outstanding shares present and
entitled to vote at the first meeting of shareholders of the Corporation
following the adoption of the Plan, and in no event later than one (1) year
following the Effective Date. Prior to such approval, Options may be granted
but shall not be exercisable.
13. WITHHOLDING OF TAXES.
---------------------
In the event the Corporation or a Subsidiary determines that it is
required to withhold Federal, state, or local taxes in connection with the
exercise of an Option or the disposition of Shares issued pursuant to the
exercise of an Option, the Optionee or any person succeeding to the rights of
the Optionee, as a condition to such exercise or disposition, may be
required to make
<PAGE>
arrangements satisfactory to the Corporation or the Subsidiary to enable it
to satisfy such withholding requirements.
14. RIGHTS AS A DIRECTOR.
---------------------
Neither the Plan nor any Option granted pursuant thereto shall be
construed to give any person the right to remain as a Director of the
Corporation or any Subsidiary.
Exhibit 99.3
1995 Employee Stock Purchase Plan - Amended As Of July 18, 1997.
CALIFORNIA MICRO DEVICES CORPORATION
1995 EMPLOYEE STOCK PURCHASE PLAN AS AMENDED JULY 18, 1997
1. PURPOSE.
--------
The purpose of this Plan is to provide an opportunity for Employees of
alifornia Micro Devices Corporation (the "Corporation") and its Designated
Subsidiaries, to purchase Common Stock of the Corporation and thereby to have an
additional incentive to contribute to the prosperity of the Corporation. It is
the intention of the Corporation that the Plan qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as
amended, and the Plan shall be construed in accordance with this intention.
2. DEFINITIONS.
------------
(a) "Board" shall mean the Board of Directors of the Corporation.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Committee" shall mean the committee appointed by the Board in
accordance with Section 12 of the Plan.
(d) "Common Stock" shall mean the Common Stock of the Corporation, or
any stock into which such Common Stock may be converted.
(e) "Compensation" shall mean an Employee's wages or salary and other
amounts payable to an Employee on account of personal services rendered by the
Employee to the Corporation or a Designated Subsidiary and which are reportable
as wages or other compensation on the Employee's Form W-2, plus pre-tax
contributions of the Employee under a cash or deferred arrangement (401(k) plan)
or cafeteria plan maintained by the Corporation or a Designated Subsidiary, but
excluding, however, (1) non-cash fringe benefits, (2) special payments as
determined by the Committee (e.g., moving expenses, unused vacation, severance
pay), (3) income from the exercise of stock options or other stock purchases and
(4) any other items of Compensation as determined by the Committee.
(f) "Corporation" shall mean California Micro Devices Corporation, a
California corporation.
(g) "Designated Subsidiary" shall mean a Subsidiary which has been
designated by the Board as eligible to participate in the Plan.
(h) "Employee" shall mean an individual employed (within the meaning of
Code section 3401(c) and the regulations thereunder) by the Corporation or a
Designated Subsidiary.
<PAGE>
(i) "Entry Date" shall mean the first day of each Option Period. The
first Entry Date shall be such date as is determined by the Committee.
(j) "Exercise Date" shall mean the last business day of each Exercise
Period.
(k) "Exercise Period" shall mean a six-month or other period as
determined by the Committee. The first Exercise Period during an Option Period
shall commence on the first day of such Option Period. Subsequent Exercise
Periods, if any, shall run consecutively after the termination of the preceding
Exercise Period. The last Exercise Period in an Option Period shall terminate
on the last day of such Option Period.
(l) "Fair Market Value" shall mean the value of one (1) share of Common
Stock on the relevant date, determined as follows:
(1) If the shares are traded on an exchange or on the Nasdaq Stock
Market, the reported "closing price" on the next preceding trading day (provided
that in the case of the first Entry Date, the Fair Market Value shall be the
initial price to the public in the Company's initial public offering);
(2) If the shares are traded over-the-counter on the NASDAQ System
(other than on the Nasdaq Stock Market), the mean between the bid and the ask
prices on said System at the close of business on the next preceding trading day
(provided that in the case of the first Entry Date, the Fair Market Value shall
be the initial price to the public in the Company's initial public offering);
and
(3) If neither (1) nor (2) applies, the fair market value as
determined by the Committee in good faith. Such determination shall be
conclusive and binding on all persons.
(m) "Option Period" shall mean a period of up to twenty-seven (27)
months as determined by the Committee.
(n) "Participant" shall mean a participant in the Plan as described in
Section 4 of the Plan.
(o) "Plan" shall mean this employee stock purchase plan.
(p) "Subsidiary" shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, as described in Code section 424(f).
3. ELIGIBILITY.
------------
Any Employee regularly employed on a full-time basis by the Corporation
or by any Designated Subsidiary on an Entry Date shall be eligible to
participate in the Plan with respect to the Option Period commencing on such
Entry Date, provided that the Committee may establish administrative rules
requiring that employment commence some minimum period (e.g., one pay period)
prior to an Entry Date to be eligible to participate with respect to that Entry
Date. An Employee shall be considered employed on a full-time basis unless his
or her customary employment is less than 20 hours per week or five months per
year. No Employee may participate in the Plan if immediately after an option is
granted the Employee owns or is considered to own
<PAGE>
(within the meaning of section 424(d) of the Code), shares of stock, including
stock which the Employee may purchase by conversion of convertible securities or
under outstanding options granted by the Corporation, possessing five percent
(5%) or more of the total combined voting power or value of all classes of stock
of the Corporation or of any of its Subsidiaries. All Employees who participate
in the Plan shall have the same rights and privileges under the Plan except for
differences which may be mandated by local law and which are consistent with
Code section 423(b)(5). The Committee may impose restrictions on eligibility
and participation of Employees who are officers and directors to facilitate
compliance with federal or state securities laws.
4. PARTICIPATION.
--------------
4.1 An Employee who is eligible to participate in the Plan in accordance
with Section 3 may become a Participant by filing, on a date prescribed by the
Committee prior to an applicable Entry Date, a completed payroll deduction
authorization and Plan enrollment form provided by the Corporation. An eligible
Employee may authorize payroll deductions at the rate of any whole percentage of
the Employee's Compensation, not to exceed fifteen percent (15%) of the
Employee's Compensation, or such lesser percentage as specified by the Committee
as applied to an Entry Date or Option Period. All payroll deductions may be
held by the Corporation and commingled with its other corporate funds. No
interest shall be paid or credited to the Participant with respect to such
payroll deductions except where required by local law as determined by the
Committee. A separate bookkeeping account for each Participant shall be
maintained by the Corporation under the Plan and the amount of each
Participant's payroll deductions shall be credited to such account. A
Participant may not make any additional payments into such account.
4.2 Under procedures established by the Committee, a Participant may
suspend or discontinue participation in the Plan or may reduce the rate of his
or her payroll deductions at any time during an Offering Period by completing
and filing a new payroll deduction authorization and Plan enrollment form with
the Corporation, provided that the Committee may, in its discretion, impose
restrictions on a Participant's ability to change the rate of payroll
deductions. A Participant may increase his or her rate of payroll deductions
only effective on an Entry Date by filing a new payroll deduction authorization
and Plan enrollment form. If a new payroll deduction authorization and Plan
enrollment form is not filed with the Corporation, the rate of payroll
deductions shall continue at the originally elected rate throughout the Option
Period unless the Committee determines to change the permissible rate.
If a Participant suspends participation during an Exercise Period,
his or her accumulated payroll deductions will remain in the Plan for purchase
of shares as specified in Section 6 on the following Exercise Date, but the
Participant will not again participate until he or she completes a new payroll
deduction authorization and Plan enrollment form. The Committee may establish
rules limiting the frequency with which Participants may suspend and resume
payroll deductions under the Plan and may impose a waiting period on
Participants wishing to resume suspended payroll deductions. If a Participant
discontinues participation in the Plan, the amount credited to the Participant's
individual account shall be paid to the Participant without interest (except
where required by local law). In the event any Participant terminates
employment with the Corporation or any Subsidiary for any reason (including
death) prior to the expiration of an Option Period, the Participant's
participation in the Plan shall terminate and all amounts credited to the
Participant's account shall be paid to the Participant or the Participant's
estate without interest (except where required by local law). Whether a
termination of employment has occurred shall be determined by the Committee.
The Committee may also establish rules regarding when leaves of absence or
<PAGE>
change of employment status (e.g., from full-time to part-time) will be
considered to be a termination of employment, and the Committee may establish
termination of employment procedures for this Plan which are independent of
similar rules established under other benefit plans of the Corporation and its
Subsidiaries.
In the event of a Participant's death, any accumulated payroll
deductions will be paid, without interest, to the estate of the Participant.
5. OFFERING.
---------
5.1 The maximum number of shares of Common Stock which may be issued
pursuant to the Plan shall be 300,000 shares. The Committee may designate any
amount of available shares for offering for any Option Period determined
pursuant to Section 5.2.
5.2 Each Option Period, Entry Date and Exercise Period shall be
determined by the Committee. The Committee shall have the power to change the
duration of future Option Periods or future Exercise Periods, and to determine
whether or not to have overlapping Option Periods, with respect to any
prospective offering, without shareholder or Board approval.
5.3 With respect to each Option Period, each eligible Employee who has
elected to participate as provided in Section 4.1 shall be granted an option to
purchase that number of shares of Common Stock which may be purchased with the
payroll deductions accumulated on behalf of such Employee (assuming payroll
deductions at a rate of 15% of Compensation) during each Exercise Period within
such Option Period at the purchase price specified in Section 5.4 below;
provided, however, (1) in no event shall the Employee be entitled to accrue
rights to purchase shares under the Plan (and all other employee stock purchase
plans, as defined in Code section 423, of the Corporation and its subsidiaries)
at a rate which exceeds $25,000 of the Fair Market Value of such stock
(determined at the time the option is granted) for any calendar year in which
such option is outstanding at any time, and (2) the maximum shares subject to
any option shall in no event exceed 10,000.
5.4 The option price under each option shall be the lower of:
(i) eighty-five percent (85%) of the Fair Market Value of the Common Stock on
the Entry Date on which an option is granted, or (ii) eighty-five percent (85%)
of the Fair Market Value on the Exercise Date on which the Common Stock is
purchased.
5.5 If the total number of shares of Common Stock for which options
granted under the Plan are exercisable exceeds the maximum number of shares
offered on any Entry Date, the number of shares which may be purchased under
options granted on the Entry Date shall be reduced on a pro rata basis in as
nearly a uniform manner as shall be practicable and equitable. In this event,
payroll deductions shall also be reduced or refunded accordingly. If an
Employee's payroll deductions during any Exercise Period exceeds the purchase
price for the maximum number of shares permitted to be purchased under Section
5.3, the excess shall be refunded to the Participant without interest (except
where otherwise required by local law).
5.6 In the event that the Fair Market Value of the Corporation's Common
Stock is lower on the first day of an Exercise Period within an Option Period
(subsequent "Reassessment Date") than it was on Entry Date for such Option
Period, all Employees participating in the Plan on the Reassessment Date shall
be deemed to have relinquished the unexercised portion of the option granted on
the Entry Date and to have enrolled in and received a new option commencing on
such
<PAGE>
Reassessment Date, unless the Committee has determined not to permit
overlapping Option Periods or to restrict such transfers to lower price Option
Periods.
6. PURCHASE OF STOCK.
------------------
Upon the expiration of each Exercise Period, a Participant's option shall
be exercised automatically for the purchase of that number of full shares of
Common Stock which the accumulated payroll deductions credited to the
Participant's account at that time shall purchase at the applicable price
specified in Section 5.4.
7. PAYMENT AND DELIVERY.
---------------------
Upon the exercise of an option, the Corporation shall deliver to the
Participant the Common Stock purchased and the balance of any amount of payroll
deductions credited to the Participant's account not used for the purchase. The
Committee may permit or require that shares be deposited directly with a broker
designated by the Participant (or a broker selected by the Committee), and the
Committee may utilize electronic or automated methods of share transfer. To the
extent the unused cash balance represents a fractional share, the unused cash
balance credited to the Participant's account shall be carried over to the next
Exercise Period, if the Participant is also a Participant in the Plan at that
time or refunded to the Participant, as determined by the Committee. The
Corporation shall retain the amount of payroll deductions used to purchase
Common Stock as full payment for the Common Stock and the Common Stock shall
then be fully paid and non-assessable. No Participant shall have any voting,
dividend, or other stockholder rights with respect to shares subject to any
option granted under the Plan until the option has been exercised and shares
issued.
8. RECAPITALIZATION.
-----------------
If after the grant of an option, but prior to the purchase of Common
Stock under the option, there is any increase or decrease in the number of
outstanding shares of Common Stock because of a stock split, stock dividend,
combination or recapitalization of shares subject to options, the number of
shares to be purchased pursuant to an option, the share limit of Section 5.3 and
the maximum number of shares specified in Section 5.1 shall be proportionately
increased or decreased, the terms relating to the purchase price with respect to
the option shall be appropriately adjusted by the Committee, and the Committee
shall take any further actions which, in the exercise of its discretion, may be
necessary or appropriate under the circumstances.
The Committee, if it so determines in the exercise of its sole discretion,
also may adjust the number of shares specified in Section 5.1, as well as the
price per share of Common Stock covered by each outstanding option and the
maximum number of shares subject to any individual option, in the event the
Corporation effects one or more reorganizations, recapitalizations, spin-offs,
split-ups, rights offerings or reductions of shares of its outstanding Common
Stock.
The Committee's determinations under this Section 8 shall be conclusive
and binding on all parties.
9. MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS.
----------------------------------------------------
In the event of the proposed liquidation or dissolution of the
Corporation, the Option Period will terminate immediately prior to the
consummation of such proposed transaction, unless
<PAGE>
otherwise provided by the Committee in its sole discretion, and all outstanding
options shall automatically terminate and the amounts of all payroll deductions
will be refunded without interest to the Participants.
In the event of a proposed sale of all or substantially all of the assets
of the Corporation, or the merger or consolidation of the Corporation with or
into another corporation, then in the sole discretion of the Committee, (1) each
option shall be assumed or an equivalent option shall be substituted by the
successor corporation or parent or subsidiary of such successor corporation, (2)
a date established by the Committee on or before the date of consummation of
such merger, consolidation or sale shall be treated as an Exercise Date, and all
outstanding options shall be deemed exercisable on such date or (3) all
outstanding options shall terminate and the accumulated payroll deductions shall
be returned to the Participants.
10. TRANSFERABILITY.
----------------
Options granted to Participants may not be voluntarily or involuntarily
assigned, transferred, pledged, or otherwise disposed of in any way, and any
attempted assignment, transfer, pledge, or other disposition shall be null and
void and without effect. If a Participant in any manner attempts to transfer,
assign or otherwise encumber his or her rights or interest under the Plan, other
than as permitted by the Code, such act shall be treated as an election by the
participant to discontinue participation in the Plan pursuant to Section 4.2.
11. AMENDMENT OR TERMINATION OF THE PLAN.
-------------------------------------
11.1 The Plan shall continue until February 9, 2005, unless previously
terminated in accordance with Section 11.2.
11.2 The Board may, in its sole discretion, insofar as permitted by
law, terminate or suspend the Plan, or revise or amend it in any respect
whatsoever, except that, without approval of the stockholders, no such revision
or amendment shall:
(a) materially increase the number of shares subject to the Plan
other than an adjustment under Section 8 of the Plan;
(b) materially modify the requirements as to eligibility for
participation in the Plan;
(c) materially increase the benefits accruing to Participants;
(d) reduce the purchase price specified in Section 5.4, except as
specified in Section 8;
(e) extend the term of the Plan beyond the date specified in
Section 11.1; or
(f) amend this Section 11.2 to defeat its purpose.
12. ADMINISTRATION.
---------------
The Plan shall be administered by a Committee which shall consist of at
least three members appointed by the Board. The Committee shall have full power
and authority to promulgate any rules and regulations which it deems necessary
for the proper administration of
<PAGE>
the Plan, to interpret the provisions and supervise the administration of the
Plan, and to take all action in connection with administration of the Plan as it
deems necessary or advisable. Decisions of the Committee shall be made by a
majority of its members and shall be final and binding upon all participants.
Any decision reduced to writing and signed by a majority of the members of the
Committee shall be fully effective as if it had been made at a meeting of the
Committee duly held. The Corporation shall pay all expenses incurred in the
administration of the Plan. No Committee member shall be liable for any action
or determination made in good faith with respect to the Plan or any option
granted thereunder.
13. COMMITTEE RULES FOR FOREIGN JURISDICTIONS.
------------------------------------------
The Committee may adopt rules or procedures relating to the operation
and administration of the Plan in non-United States jurisdictions to accommodate
the specific requirements of local laws and procedures. Without limiting the
generality of the foregoing, the Committee is specifically authorized to adopt
rules and procedures regarding handling of payroll deductions, conversion of
local currency, withholding procedures and handling of stock certificates which
vary with local requirements.
14. SECURITIES LAWS REQUIREMENTS.
-----------------------------
The Corporation shall not be under any obligation to issue Common Stock
upon the exercise of any option unless and until the Corporation has determined
that: (i) it and the Participant have taken all actions required to register the
Common Stock under the Securities Act of 1933, or to perfect an exemption from
the registration requirements thereof; (ii) any applicable listing requirement
of any stock exchange on which the Common Stock is listed has been satisfied;
and (iii) all other applicable provisions of state and federal law have been
satisfied.
15. GOVERNMENTAL REGULATIONS.
-------------------------
This Plan and the Corporation's obligation to sell and deliver shares of
its stock under the Plan shall be subject to the approval of any governmental
authority required in connection with the Plan or the authorization, issuance,
sale, or delivery of stock hereunder.
16. NO ENLARGEMENT OF EMPLOYEE RIGHTS.
----------------------------------
Nothing contained in this Plan shall be deemed to give any Employee the
right to be retained in the employ of the Corporation or any Designated
Subsidiary or to interfere with the right of the Corporation or Designated
Subsidiary to discharge any Employee at any time.
17. GOVERNING LAW.
--------------
This Plan shall be governed by California law, but shall be interpreted
to be consistent with the requirements of any employee stock purchase plan under
Code section 423.
18. EFFECTIVE DATE.
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This Plan shall be effective February 10, 1995, subject to approval of
the shareholders of the Corporation within 12 months of its adoption by the
Board of Directors.
