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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
SUMMIT DESIGN, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 93-1137888
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(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation or Organization)
9305 S. W. GEMINI DRIVE, BEAVERTON, OREGON 97008
(Address of Principal Executive Officer)
------------------------
TRIQUEST DESIGN AUTOMATION, INC.
1995 STOCK OPTION PLAN
(Full Title of the Plan)
------------------------
LARRY J. GERHARD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SUMMIT DESIGN, INC.
9305 S. W. GEMINI DRIVE
BEAVERTON, OREGON 97008
(503) 643-9281
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
Copy to:
STEVEN V. BERNARD, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE PER PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) SHARE(2) AGGREGATE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 196,538 $0.7145 $140,427 $43
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</TABLE>
(1) Pursuant to the Agreement and Plan of Reorganization dated as of
February 17, 1997, by and among Summit Design, Inc. (the "Registrant"), NYE
Acquisition, Inc. and TriQuest Design Automation, Inc., the Registrant
assumed all of the outstanding options to purchase Common Stock of TriQuest
under the TriQuest Design Automation, Inc. 1995 Stock Option Plan, and such
options became exercisable to purchase shares of Registrant's Common Stock,
with appropriate adjustments to the number of shares and exercise price of
each assumed option.
(2) Computed in accordance with Rule 457(h) of the Securities Act of
1933 solely for the purpose of calculating the filing fee based upon the
weighted average exercise price of $0.7145 per share.
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SUMMIT DESIGN, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
2. The Registrant's Current Report on Form 8-K dated February 28, 1997,
filed pursuant to Section 13(a) of the Exchange Act.
3. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1997, filed pursuant to Section 13(a) of the Exchange
Act.
4. The Registrant's Current Report on Form 8-K dated July 11, 1997,
filed pursuant to Section 13(a) of the Exchange Act.
5. The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated October 9, 1996,
filed pursuant to Section 12(g) of the Exchange Act and declared
effective on October 17, 1996, including any amendment or report filed
for the purpose of updating such description.
All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof, and prior to the filing
of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all securities then remaining
unsold under this registration statement, shall be deemed to be incorporated
by reference herein and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Certificate of Incorporation limits
the liability of directors to the maximum extent permitted by Delaware law.
Delaware law provides that a corporation's certificate of incorporation may
contain a provision eliminating or limiting the personal liability of a
director for monetary damages for breach of their fiduciary duties as
directors, except for liability (i) for any breach of their duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock repurchases
or redemptions as provided in Section 174 of the Delaware General Corporation
Law or (iv) for any transaction from which the director derived an improper
personal benefit.
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The Company's Amended and Restated Bylaws provide that the Company shall
indemnify its directors and officers and may indemnify its employees and
agents to the fullest extent permitted by law. The Company believes that
indemnification under its Amended and Restated Bylaws covers at least
negligence and gross negligence on the part of indemnified parties.
The Company has entered into agreements to indemnify its directors and
officers in addition to the indemnification provided for in the Company's
Amended and Restated Bylaws. These agreements, among other things, indemnify
the Company's directors and officers for certain expenses (including
attorney's fees), judgments, fines and settlement amounts incurred by any
such person in any action or proceeding, including any action by or in the
right of the Company, arising out of such person's services as a director or
officer of the Company, any subsidiary of the Company or any other company or
enterprise to which the person provides services at the request of the
Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. INDEX TO EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- -------------- -------------------------------------
<S> <C>
4.1 TriQuest Design Automation, Inc. 1995 Stock Option Plan and form of agreement thereto
5.1 Opinion of Counsel as to legality of securities being registered
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 5)
- -------------------------
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and
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<PAGE>
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Beaverton, State of Oregon on this
31st day of July 1997.
SUMMIT DESIGN, INC.
By: /s/ Larry J. Gerhard
----------------------------
Larry J. Gerhard
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints, jointly and severally, Larry J. Gerhard and C.
Albert Koob, or any of them (with full power to each of them to act alone),
as his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and on his behalf to sign, execute
and file this Registration Statement and any or all amendments (including,
without limitation, post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and any all
documents required to be filed with respect therewith, with the Securities
and Exchange Commission or any regulatory authority, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in connection therewith and about the premises in order to effectuate the
same as fully to all intents and purposes as he might or could do if
personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------------------------- ------------------------------------- --------------------------
<S> <C> <C>
/s/ Larry J. Gerhard Chairman of the Board, President and July 31, 1997
- ---------------------------- Chief Executive Officer (Principal
Larry J. Gerhard Executive Officer)
/s/ C. Albert Koob Vice President - Finance, Chief July 31, 1997
- ---------------------------- Financial Officer and Secretary
C. Albert Koob (Principal Financial and Accounting
Officer)
/s/ Amihai Ben-David Director July 31, 1997
- ----------------------------
Amihai Ben-David
/s/ William V. Botts Director July 31, 1997
- ----------------------------
William V. Botts
/s/ Steven P. Erwin Director July 31, 1997
- ----------------------------
Steven P. Erwin
/s/ Barbara M. Karmel Director July 31, 1997
- ----------------------------
Barbara M. Karmel
</TABLE>
5
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- --------- -------------------------------------------------------------------------------------
<S> <C>
4.1 TriQuest Design Automation, Inc. 1995 Stock Option Plan and form of agreement thereto
5.1 Opinion of Counsel as to legality of securities being registered
23.1 Consent of Coopers & Lybrand L.L.P
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 5)
- -------------------
</TABLE>
6
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Exh. 4.1
TRIQUEST DESIGN AUTOMATION, INC.
1995 STOCK OPTION PLAN
As Adopted April 17, 1995 and Amended February 27, 1996
1. PURPOSE. The purpose of the Plan is to provide incentives to attract,
retain and motivate eligible persons whose present and potential contributions
are important to the success of the Company, its Parent, Subsidiaries and
Affiliates, by offering them an opportunity to participate in the Company's
future performance through awards of stock options. Capitalized terms not
defined in the text are defined in Section 21.
2. SHARES SUBJECT TO THE PLAN.
2.1 NUMBER OF SHARES AVAILABLE. Subject to Sections 2.2 and 16, the
total number of Shares reserved and available for grant and issuance pursuant to
Awards under the Plan shall be 5,907,031. Subject to Sections 2.2 and 16,
Shares shall again be available for grant and issuance in connection with future
Awards under the Plan if such Shares cease to be subject to an Award.
2.2 ADJUSTMENT OF SHARES. In the event that the number of
outstanding Shares is changed by a stock dividend, recapitalization, stock
split, reverse stock split, subdivision, combination, reclassification or
similar change in the capital structure of the Company without consideration, or
by a Corporate Transaction (as defined in Section 16.1) then, unless such change
results in the termination of all outstanding Awards as a result of the
Corporate Transaction, (a) the number of Shares reserved for issuance under the
Plan and (b) the Exercise Prices of and number of Shares subject to outstanding
Awards shall be proportionately adjusted, subject to any required action by the
Board or the shareholders of the Company and compliance with applicable
securities laws; PROVIDED, HOWEVER, that fractions of a Share shall not be
issued but shall either be paid in cash at Fair Market Value or shall be rounded
up to the nearest Share, as determined by the Committee.
3. ELIGIBILITY. ISOs (as defined in Section 5 below) may be granted only
to employees (including officers and directors who are also employees) of the
Company or of a Parent or Subsidiary of the Company. NQSOs (as defined in
Section 5 below) may be granted to employees, officers, directors, consultants,
independent contractors and advisors of the Company or any Parent, Subsidiary or
Affiliate of the Company; PROVIDED such consultants, independent contractors and
advisors render bona fide services not in connection with the offer and sale of
securities in a capital-raising transaction. A person may be granted more than
one Award under the Plan.
<PAGE>
4. ADMINISTRATION.
4.1 COMMITTEE AUTHORITY. The Plan shall be administered by the
Committee. Subject to the general purposes, terms and conditions of the Plan,
the Committee shall have full power to implement and carry out the Plan. The
Committee shall have the authority to:
(a) construe and interpret the Plan, any Stock Option Agreement and
any other agreement or document executed pursuant to the Plan;
(b) prescribe, amend and rescind rules and regulations relating to
the Plan;
(c) select persons to receive Awards;
(d) determine the form and terms of Awards;
(e) determine the number of Shares subject to Awards;
(f) determine whether Awards will be granted in replacement of, or
as alternatives to, other Awards under the Plan or any other
incentive or compensation plan of the Company or any Parent,
Subsidiary or Affiliate of the Company;
(g) grant waivers of Plan or Award conditions;
(h) determine the vesting and exercisability of Awards;
(i) correct any defect, supply any omission, or reconcile any
inconsistency in the Plan, any Award or any Stock Option
Agreement;
(j) determine the disposition of Awards in the event of a
Participant's divorce or dissolution of marriage; and
(k) make all other determinations necessary or advisable for the
administration of the Plan.
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4.2 COMMITTEE DISCRETION. Any determination made by the Committee
with respect to any Award shall be made in its sole discretion at the time of
grant of the Award or, unless in contravention of any express term of the Plan
or Award, at any later time, and such determination shall be final and binding
on the Company and all persons having an interest in any Award under the Plan.
The Committee may delegate to one or more officers of the Company the authority
to grant an Award under the Plan to Participants who are not Insiders of the
Company.
4.3 EXCHANGE ACT REQUIREMENTS. If the Company is subject to the
Exchange Act, the Company will take appropriate steps to comply with the
disinterested director requirements of Section 16(b) of the Exchange Act,
including but not limited to, the appointment by the Board of a Committee
consisting of not less than two persons (who are members of the Board), each of
whom is a Disinterested Person.
5. STOCK OPTIONS. The Committee may grant Awards to eligible persons and
shall determine whether such Awards shall be Incentive Stock Options within the
meaning of the Code ("ISOs") or Nonqualified Stock Options ("NQSOs"), the number
of Shares subject to the Award, the Exercise Price of the Award, the period
during which the Award may be exercised, and all other terms and conditions of
the Award, subject to the following:
5.1 FORM OF OPTION GRANT. Each Award granted under the Plan shall be
evidenced by a Stock Option Agreement which shall expressly identify the Award
as an ISO or NQSO, and be in such form and contain such provisions (which need
not be the same for each Participant) as the Committee shall from time to time
approve, and which shall comply with and be subject to the terms and conditions
of the Plan.
5.2 DATE OF GRANT. The date of grant of an Award shall be the date
on which the Committee makes the determination to grant such Award, unless
otherwise specified by the Committee. The Stock Option Agreement and a copy of
the Plan will be delivered to the Participant within a reasonable time after the
granting of the Award.
5.3 EXERCISE PERIOD. Awards shall be exercisable within the times or
upon the events determined by the Committee as set forth in the Stock Option
Agreement; PROVIDED, HOWEVER, that no Award shall be exercisable after the
expiration of ten (10) years from the date the Award is granted; and provided
further that no ISO granted to a person who directly or by attribution owns more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any Parent or Subsidiary of the Company
("TEN PERCENT SHAREHOLDER") shall be exercisable after the expiration of five
(5) years from the date the Award is granted. The Committee
3
<PAGE>
also may provide for the exercise of Awards to become exercisable at one time
or from time to time, periodically or otherwise, in such number or percentage
as the Committee determines.
5.4 EXERCISE PRICE. The Exercise Price shall be determined by the
Committee when the Award is granted and shall be not less than 100% of the Fair
Market Value of the Shares on the date of grant for ISO's and 85% of Fair Market
Value of the Shares on the date of grant on NQSO's; provided that the Exercise
Price of any ISO granted to a Ten Percent Shareholder shall not be less than
110% of the Fair Market Value of the Shares on the date of grant. Payment for
the Shares purchased may be made in accordance with Section 6 of the Plan.
5.5 METHOD OF EXERCISE. Awards may be exercised only by delivery to
the Company of a written exercise agreement (the "EXERCISE AGREEMENT") in a form
approved by the Committee (which need not be the same for each Participant),
stating the number of Shares being purchased, the restrictions imposed on the
Shares, if any, and such representations and agreements regarding Participant's
investment intent and access to information and other matters, if any, as may be
required or desirable by the Company to comply with applicable securities laws,
together with payment in full of the Exercise Price for the number of Shares
being purchased.
5.6 TERMINATION. Notwithstanding the exercise periods set forth in
the Stock Option Agreement, exercise of an Award shall always be subject to the
following:
(a) If the Participant is Terminated for any reason except death or
Disability, then Participant may exercise such Participant's
Awards only to the extent that such Awards would have been
exercisable upon the Termination Date no later than three (3)
months after the Termination Date (or such longer time period not
exceeding five years as may be determined by the Committee),
but in any event, no later than the expiration date of the Awards.
(b) If the Participant is terminated because of death or Disability
(or the Participant dies within three months of such termination),
then Participant's Awards would have been exercisable by
Participant on the Termination Date and must be exercised by
Participant (or Participant's legal representative or authorized
assignee) no later than (i) twelve (12) months after the
Termination Date in the case of disability or (ii) eighteen (18)
months after the Termination Date in the case of death (or such
longer time period not exceeding five
4
<PAGE>
years as may be determined by the Committee), but in any event
no later than the expiration date of the Awards.
5.7 LIMITATIONS ON EXERCISE. The Committee may specify a reasonable
minimum number of Shares that may be purchased on any exercise of an Award;
provided that such minimum number will not prevent Participant from exercising
the Award for the full number of Shares for which it is then exercisable.
5.8 LIMITATIONS ON ISOs. The aggregate Fair Market Value
(determined as of the date of grant) of Shares with respect to which ISOs are
exercisable for the first time by a Participant during any calendar year
(under the Plan or under any other incentive stock option plan of the Company
or any Affiliate, Parent or Subsidiary of the Company) shall not exceed
$100,000. If the Fair Market Value of Shares on the date of grant with
respect to which ISOs are exercisable for the first time by a Participant
during any calendar year exceeds $100,000, the Awards for the first $100,000
worth of Shares to become exercisable in such calendar year shall be ISOs and
the Awards for the amount in excess of $100,000 that become exercisable in
that calendar year shall be NQSOs. In the event that the Code or the
regulations promulgated thereunder are amended after the Effective Date of
the Plan to provide for a different limit on the Fair Market Value of Shares
permitted to be subject to ISOs, such different limit shall be automatically
incorporated herein and shall apply to any Awards granted after the effective
date of such amendment.
5.9 MODIFICATION, EXTENSION OR RENEWAL. The Committee may modify,
extend or renew outstanding Awards and authorize the grant of new Awards in
substitution therefor; provided that any such action may not, without the
written consent of Participant, impair any of Participant's rights under any
Award previously granted. Any outstanding ISO that is modified, extended,
renewed or otherwise altered shall be treated in accordance with Section 424(h)
of the Code. The Committee may reduce the Exercise Price of outstanding Awards
without the consent of Participants affected by a written notice to them;
PROVIDED, HOWEVER, that the Exercise Price may not be reduced below the minimum
Exercise Price that would be permitted under Section 5.4 of the Plan for Awards
granted on the date the action is taken to reduce the Exercise Price.
5.10 NO DISQUALIFICATION. Notwithstanding any other provision in the
Plan, no term of the Plan relating to ISOs shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be
exercised, so as to disqualify the Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify any ISO under
Section 422 of the Code.
5
<PAGE>
6. PAYMENT FOR SHARE PURCHASES.
6.1 PAYMENT. Payment for Shares purchased pursuant to the Plan may
be made in cash (by check) or, where expressly approved for the Participant by
the Committee and where permitted by law:
(a) by cancellation of indebtedness of the Company to the
Participant;
(b) by surrender of Shares that either: (1) have been owned by
Participant for more than six (6) months and have been paid
for within the meaning of SEC Rule 144 (and, if such shares were
purchased from the Company by use of a promissory note, such note
has been fully paid with respect to such Shares); or (2) were
obtained by Participant in the public market;
(c) by tender of a full recourse promissory note having such terms as
may be approved by the Committee and bearing interest at a rate
sufficient to avoid imputation of income under Sections 483 and
1274 of the Code; PROVIDED, HOWEVER, that Participants who are not
employees of the Company shall not be entitled to purchase Shares
with a promissory note unless the note is adequately secured by
collateral other than the Shares;
(d) by waiver of compensation due or accrued to Participant for
services rendered;
(e) by tender of property;
(f) with respect only to purchases upon exercise of an Award, and
provided that a public market for the Company's stock exists:
(1) through a "same day sale" commitment from
Participant and a broker-dealer that is a member of
the National Association of Securities Dealers
(a "NASD DEALER") whereby the Participant irrevocably
elects to exercise the Award and to sell a portion of
the Shares so purchased in order to pay for the
Exercise Price, and whereby the NASD
6
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Dealer irrevocably commits upon receipt of such
Shares to forward the Exercise Price directly to the
Company; or
(2) through a "margin" commitment from Participant and a
NASD Dealer whereby Participant irrevocably elects to
exercise the Award and to pledge the Shares so
purchased to the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in the
amount of the Exercise Price, and whereby the NASD
Dealer irrevocably commits upon receipt of such
Shares to forward the exercise price directly to the
Company; or
(g) by any combination of the foregoing.
6.2 LOAN GUARANTEES. The Committee may help the Participant pay for
Shares purchased under the Plan by authorizing a guarantee by the Company of a
third-party loan to the Participant.
7. WITHHOLDING TAXES.
7.1 WITHHOLDING GENERALLY. Whenever Shares are to be issued in
satisfaction of Awards granted under the Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. Whenever, under the Plan, payments
in satisfaction of Awards are to be made in cash, such payment shall be net of
an amount sufficient to satisfy federal, state, and local withholding tax
requirements.
7.2 STOCK WITHHOLDING. When, under applicable tax laws, a
Participant incurs tax liability in connection with the exercise or vesting of
any Award that is subject to tax withholding and the Participant is obligated to
pay the Company the amount required to be withheld, the Committee may allow the
Participant to satisfy the minimum withholding tax obligation by electing to
have the Company withhold from the Shares to be issued that number of Shares
having a Fair Market Value equal to the minimum amount required to be withheld,
determined on the date that the amount of tax to be withheld is to be determined
(the "TAX DATE"). All elections by a Participant
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<PAGE>
to have Shares withheld for this purpose shall be made in writing in a form
acceptable to the Committee and shall be subject to the following restrictions:
(a) the election must be made on or prior to the applicable Tax Date;
(b) once made, then except as provided below, the election shall be
irrevocable as to the particular Shares as to which the election
is made;
(c) all elections shall be subject to the consent or disapproval of
the Committee;
(d) if the Participant is an Insider and if the Company is subject to
Section 16(b) of the Exchange Act: (1) the election may not be
made within six (6) months of the date of grant of the Award,
except as otherwise permitted by SEC Rule 16b-3(e) under the
Exchange Act, and (2) either (A) the election to use stock
withholding must be irrevocably made at least six (6) months prior
to the Tax Date (although such election may be revoked at any
time at least six (6) months prior to the Tax Date) or (B) the
exercise of the Award or election to use stock withholding must
be made in the ten (10) day period beginning on the third day
following the release of the Company's quarterly or annual
summary statement of sales or earnings; and
(e) in the event that the Tax Date is deferred until six (6) months
after the delivery of Shares under Section 83(b) of the Code, the
Participant shall receive the full number of Shares with respect
to which the exercise occurs, but such Participant shall be
unconditionally obligated to tender back to the Company the
proper number of Shares on the Tax Date.
8. PRIVILEGES OF STOCK OWNERSHIP.
8.1 PAYMENT. Payment for Shares purchased pursuant to the Plan may
be made in cash (by check) or, where expressly approved for the Participant by
the Committee and where permitted by law.
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8.2 VOTING AND DIVIDENDS. No Participant shall have any of the
rights of a shareholder with respect to any Shares until the Shares are issued
to the Participant. After Shares are issued to the Participant, the Participant
shall be a shareholder and have all the rights of a shareholder with respect to
such Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares.
8.3 FINANCIAL STATEMENTS. The Company shall provide financial
statements to each Participant prior to such Participant's purchase of Shares
under the Plan, and to each Participant annually during the period such
Participant has Awards outstanding; PROVIDED, HOWEVER, the Company shall not be
required to provide such financial statements to Participants whose services in
connection with the Company assure them access to equivalent information.
9. TRANSFERABILITY. Subject to Section 4.1(j), Awards granted under the
Plan, and any interest therein, shall not: (a) be transferable or assignable by
the Participant, (b) be made subject to execution, attachment or similar
process, otherwise than by will or by the laws of descent and distribution or as
consistent with the specific Plan and Stock Option Agreement provisions relating
thereto or (c) during the lifetime of the Participant, be exercisable by anyone
other than the Participant, and any elections with respect to an Award, may be
made only by the Participant.
10. RESTRICTIONS ON SHARES. At the discretion of the Committee, the
Company may reserve to itself and/or its assignee(s) in the Stock Option
Agreement (a) a right of first refusal to purchase all Shares that a Participant
(or a subsequent transferee) may propose to transfer to a third party, and/or
(b) a right to repurchase all Shares held by a Participant following such
Participant's Termination at any time within ninety (90) days after the later of
Participant's Termination Date and the date Participant purchases Shares under
the Plan, for cash or cancellation of purchase money indebtedness, at: (A) with
respect to Shares that are "Vested" (as defined in the Stock Option Agreement),
the higher of: (l) Participant's original Purchase Price, or (2) the Fair
Market Value of such Shares on Participant's Termination Date, PROVIDED, such
right of repurchase terminates when the Company's securities become publicly
traded; or (B) with respect to Shares that are not "Vested" (as defined in the
Stock Option Agreement), at the Participant's original Purchase Price, PROVIDED,
that the right to repurchase at the original Purchase Price lapses at the rate
of at least 20% per year over 5 years from the date the Shares were purchased,
and if the right to repurchase is assignable, the assignee must pay the Company,
upon assignment of the right to repurchase, cash equal to the excess of the Fair
Market Value of the Shares over the original Purchase Price.
11. CERTIFICATES. All certificates for Shares or other securities
delivered under the Plan shall be subject to such stock transfer orders, legends
and other restrictions as the Committee
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may deem necessary or advisable, including restrictions under any applicable
federal, state or foreign securities law, or any rules, regulations and other
requirements of the SEC or any stock exchange or automated quotation system
upon which the Shares may be listed.
12. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a
Participant's Shares, the Committee may require the Participant to deposit
all certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in
escrow until such restrictions have lapsed or terminated, and the Committee
may cause a legend or legends referencing such restrictions to be placed on
the certificates. Any Participant who is permitted to execute a promissory
note as partial or full consideration for the purchase of Shares under the
Plan shall be required to pledge and deposit with the Company all or part of
the Shares so purchased as collateral to secure the payment of Participant's
obligation to the Company under the promissory note; PROVIDED, HOWEVER, that
the Committee may require or accept other or additional forms of collateral
to secure the payment of such obligation and, in any event, the Company shall
have full recourse against the Participant under the promissory note
notwithstanding any pledge of the Participant's Shares or other collateral.
In connection with any pledge of the Shares, Participant shall be required to
execute and deliver a written pledge agreement in such form as the Committee
shall from time to time approve. The Shares purchased with the promissory
note may be released from the pledge on a prorata basis as the promissory
note is paid.
13. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award shall not
be effective unless such Award is in compliance with all applicable federal
and state securities laws, rules and regulations of any governmental body,
and the requirements of any stock exchange or automated quotation system upon
which the Shares may then be listed, as they are in effect on the date of
grant of the Award and also on the date of exercise or other issuance.
Notwithstanding any other provision in the Plan, the Company shall have no
obligation to issue or deliver certificates for Shares under the Plan prior
to (a) obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable, and/or (b) completion of any
registration or other qualification of such shares under any state or federal
law or ruling of any governmental body that the Company determines to be
necessary or advisable. The Company shall be under no obligation to register
the Shares with the SEC or to effect compliance with the registration,
qualification or listing requirements of any state securities laws, stock
exchange or automated quotation system, and the Company shall have no
liability for any inability or failure to do so.
14. NO OBLIGATION TO EMPLOY. Nothing in the Plan or any Award granted
under the Plan shall confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent, Subsidiary or
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Affiliate of the Company or limit in any way the right of the Company
or any Parent, Subsidiary or Affiliate of the Company to terminate
Participant's employment or other relationship at any time, with or without
cause.
15. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or
from time to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and
cancellation of any or all outstanding Awards. The Committee may at any time
buy from a Participant an Award previously granted with payment in cash,
Shares or other consideration, based on such terms and conditions as the
Committee and the Participant shall agree.
16. CORPORATE TRANSACTIONS.
16.1 ASSUMPTION OR REPLACEMENT OF AWARDS BY SUCCESSOR. In the event
of (a) a merger or consolidation in which the Company is not the surviving
corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of the Company in a different jurisdiction, or
other transaction in which there is no substantial change in the shareholders
of the Company and the Awards granted under the Plan are assumed or replaced
by the successor corporation, which assumption shall be binding on all
Participants), (b) a dissolution or liquidation of the Company, (c) the sale
of substantially all of the assets of the Company, or (d) any other
transaction which qualifies as a "corporate transaction" under Section 424(a)
of the Code wherein the shareholders of the Company give up all of their
equity interest in the Company (EXCEPT for the acquisition, sale or transfer
of all or substantially all of the outstanding shares of the Company), any or
all outstanding Awards may be assumed or replaced by the successor
corporation (if any), which assumption or replacement shall be binding on all
Participants. In the alternative, the successor corporation may substitute
equivalent Awards or provide substantially similar consideration to
Participants as was provided to shareholders (after taking into account the
existing provisions of the Awards). The successor corporation may also
issue, in place of outstanding Shares of the Company held by the Participant,
substantially similar shares or other property subject to repurchase
restrictions no less favorable to the Participant.
In the event such successor corporation (if any) refuses to assume or
substitute Awards, as provided above, pursuant to a transaction described in
this Subsection 16.1, such Awards shall expire on such transaction at such time
and on such conditions as the Board shall determine.
16.2 OTHER TREATMENT OF AWARDS. Subject to any greater rights granted
to Participants under the foregoing provisions of this Section 16, in the event
of the occurrence of any transaction described in Section 16.1, any outstanding
Awards shall be treated as provided in the
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applicable agreement or plan of merger, consolidation, dissolution,
liquidation, sale of assets or other "corporate transaction."
16.3 ASSUMPTION OF AWARDS BY THE COMPANY. The Company, from time to
time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or
otherwise, by either (a) granting an Award under the Plan in substitution of
such other company's award, or (b) assuming such award as if it had been
granted under the Plan if the terms of such assumed award could be applied to
an Award granted under the Plan. Such substitution or assumption shall be
permissible if the holder of the substituted or assumed award would have been
eligible to be granted an Award under the Plan if the other company had
applied the rules of the Plan to such grant. In the event the Company
assumes an award granted by another company, the terms and conditions of such
award shall remain unchanged (EXCEPT that the exercise price and the number
and nature of Shares issuable upon exercise of any such option will be
adjusted appropriately pursuant to Section 424(a) of the Code). In the event
the Company elects to grant a new Award rather than assuming an existing
option, such new Award may be granted with a similarly adjusted Exercise
Price.
17. ADOPTION AND SHAREHOLDER APPROVAL. The Plan shall become effective
on the date that it is adopted by the Board (the "EFFECTIVE DATE"). The Plan
shall be approved by the shareholders of the Company (excluding Shares issued
pursuant to this Plan), consistent with applicable laws, within twelve months
before or after the Effective Date. Upon the Effective Date, the Board may
grant Awards pursuant to the Plan; PROVIDED, HOWEVER, that: (a) no Award may
be exercised prior to initial shareholder approval of the Plan, and (b) no
Award granted pursuant to an increase in the number of Shares approved by the
Board shall be exercised prior to the time such increase has been approved by
the shareholders of the Company. For so long as and whenever the Company is
subject to Section 16(b) of the Exchange Act, the Company will comply with
the requirements of Rule 16b-3 (or its successor), as amended, with respect
to shareholder approval.
18. TERM OF PLAN. The Plan will terminate ten (10) years from the
Effective Date or, if earlier, the date of shareholder approval.
19. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate
or amend the Plan in any respect, including without limitation amendment of any
form of Stock Option Agreement or instrument to be executed pursuant to the
Plan; PROVIDED, HOWEVER, that the Board shall not, without the approval of the
shareholders of the Company, amend the Plan in any manner that requires such
shareholder approval pursuant to the Code or the regulations promulgated
thereunder as such provisions apply to ISO plans or pursuant to the Exchange Act
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or Rule 16b-3 (or its successor), as amended, thereunder; provided further,
that no amendment may be made to outstanding Awards without the consent of
the Participant.
20. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan by the
Board, the submission of the Plan to the shareholders of the Company for
approval, nor any provision of the Plan shall be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under the Plan, and such
arrangements may be either generally applicable or applicable only in
specific cases.
21. DEFINITIONS. As used in the Plan, the following terms shall have
the following meanings:
"AFFILIATE" means any corporation that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with the Company where "control" (including the terms
"controlled by" and "under common control with") means the possession, direct
or indirect, of the power to cause the direction of the management and
policies of the corporation, whether through the ownership of voting
securities, by contract or otherwise.
"AWARD" means an award of an option to purchase Shares.
"STOCK OPTION AGREEMENT" means, with respect to each Award, the signed
written agreement between the Company and the Participant setting forth the
terms and conditions of the Award.
"BOARD" means the Board of Directors of the Company.
"CODE" means the Internal Revenue Code of 1986, as amended.
"COMMITTEE" means the committee appointed by the Board to administer
the Plan, or if no committee is appointed, the Board.
"COMPANY" means TriQuest Design Automation, Inc., a corporation
organized under the laws of the State of California, or any successor
corporation.
"DISABILITY" means a disability, whether temporary or permanent,
partial or total, within the meaning of Section 22(e)(3) of the Code, as
determined by the Committee.
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"DISINTERESTED PERSON" means a director who has not, during the
period that person is a member of the Committee and for one year prior to
service as a member of the Committee, been granted or awarded equity
securities pursuant to the Plan or any other plan of the Company or any
Parent, Subsidiary or Affiliate of the Company, except in accordance with the
requirements set forth in Rules as promulgated by the SEC under Section 16(b)
of the Exchange Act, as such Rules are amended from time to time and as
interpreted by the SEC.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
"EXERCISE PRICE" means the price at which a holder of an Award may
purchase the Shares issuable upon exercise of the Award.
"FAIR MARKET VALUE" means, the value of a share of the Company's
Common Stock determined as follows:
(a) if such Common Stock is then quoted on the Nasdaq National Market
the closing price on the Nasdaq National Market on the trading day
immediately preceding the date on which Fair Market Value is
determined, or, if no such reported sale takes place on such date,
the closing price on the next preceding trading date on which a
reported sale occurred;
(b) if such Common Stock is publicly traded and is then listed on a
national securities exchange, the closing price or, if no
reported sale takes place on such date, the closing price on
the next preceding trading day on which a reported sale occurred;
(c) if such Common Stock is publicly traded but is not quoted on the
Nasdaq National Market nor listed or admitted to trading on a
national securities exchange, the average of the closing bid and
asked prices on such date, as reported by The Wall Street Journal,
for the over-the-counter market; or
(d) if none of the foregoing is applicable, by the Board in good
faith.
"INSIDER" means an officer or director of the Company or any other
person whose transactions in the Company's Common Stock are subject to Section
16 of the Exchange Act.
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"PARENT" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if at the time of the
granting of an Award under the Plan, each of such corporations other than the
Company owns stock possessing 50% or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.
"PARTICIPANT" means a person who receives an Award under the Plan.
"PLAN" means this TriQuest Design Automation, Inc. 1995 Stock Option
Plan, as amended from time-to-time.
"SEC" means the Securities and Exchange Commission.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SHARES" means shares of the Company's Common Stock reserved for
issuance under the Plan, as adjusted pursuant to Sections 2 and 16, and any
successor security.
"SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of
granting of the Award, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
"TERMINATION" or "TERMINATED" means, for purposes of the Plan with
respect to a Participant, that the Participant has ceased to provide services
as an employee, director, consultant, independent contractor or advisor, to
the Company or a Parent, Subsidiary or Affiliate of the Company, except in
the case of sick leave, military leave, or any other leave of absence
approved by the Committee, PROVIDED, that such leave is for a period of not
more than ninety (90) days, or reinstatement upon the expiration of such
leave is guaranteed by contract or statute. The Committee shall have sole
discretion to determine whether a Participant has ceased to provide services
and the effective date on which the Participant ceased to provide services
(the "TERMINATION DATE").
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TRIQUEST DESIGN AUTOMATION, INC.
1995 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
This Stock Option Agreement ("AGREEMENT") is made and entered into as of
the date of grant set forth below (the "DATE OF GRANT") by and between TriQuest
Design Automation, Inc., a California corporation (the "COMPANY"), and the
participant named below ("PARTICIPANT"). Capitalized terms not defined herein
shall have the meaning ascribed to them in the Company's 1995 Stock Option Plan
(the "PLAN").
PARTICIPANT: ________________________________________
SOCIAL SECURITY NUMBER: ________________________________________
ADDRESS: ________________________________________
________________________________________
TOTAL OPTION SHARES: ________________________________________
EXERCISE PRICE PER SHARE: ________________________________________
DATE OF GRANT: ________________________________________
VESTING COMMENCEMENT DATE: ________________________________________
FIRST VESTING DATE: ________________________________________
EXPIRATION DATE: ________________________________________
TYPE OF STOCK OPTION ________________________________________
(CHECK ONE): [ ] INCENTIVE STOCK OPTION
[ ] NONQUALIFIED STOCK OPTION
1. GRANT OF OPTION. The Company hereby grants to Participant an option
(the "OPTION") to purchase the total number of shares of Common Stock of the
Company set forth above (the "SHARES") at the Exercise Price Per Share set
forth above (the "EXERCISE PRICE"), subject to all of the terms and
conditions of this Agreement and the Plan. If designated as an Incentive
Stock Option above, the Option is intended to qualify as an "incentive stock
option" ("ISO") within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "CODE").
<PAGE>
2. EXERCISE PERIOD.
2.1 EXERCISE PERIOD OF OPTION. The Option shall be immediately
exercisable upon Date of Grant. Unvested Shares (as determined herein) shall
be subject to the Company's Repurchase Option (as defined in Section 8 of the
Exercise Agreement) at the Exercise Price (proportionally adjusted to reflect
any stock dividend, stock split, reverse stock split or recapitalization of
the Common Stock of the Company after the Date of Grant). The Shares subject
to the Option shall vest over four (4) years and be deemed "VESTED SHARES" as
follows, provided that the Participant continuously provides services to the
Company or any Subsidiary Parent or Affiliate of the Company at all times
between the Vesting Commencement Date and the vesting dates specified
hereafter: on the First Vesting Date one-eighth (1/8) of the Shares will
become Vested Shares; and thereafter, an additional one-forty-eighth (1/48)
of the Shares will become Vested Shares upon the expiration of each
successive month after the First Vesting Date, until the Shares are fully
vested. The vesting shall occur regardless of whether or not this Option has
been exercised in whole or in part. Until the Shares have vested,
Participant shall have no right to transfer or convey the Shares. No Shares
will become Vested Shares after the Termination Date and no Unvested Shares
may be exercised after the Termination Date. Shares that are not Vested
Shares shall be referred to as "UNVESTED SHARES". The number of Shares that
are Vested Shares or Unvested Shares will be proportionally adjusted to
reflect any stock dividend, stock split, reverse stock split or
recapitalization of the Common Stock of the Company occurring after the Date
of Grant. If application of the vesting fraction causes a fractional Share,
such Share shall be rounded down to a whole Share.
2.2 EXPIRATION. Subject to Section 3 below, the Option shall expire
on the Expiration Date set forth above and must be exercised, if at all, on
or before the Expiration Date.
3. TERMINATION.
3.1 TERMINATION FOR ANY REASON EXCEPT DEATH OR DISABILITY. If
Participant is Terminated for any reason, except death or Disability, the
Option, to the extent (and only to the extent) that it would have been
exercisable by Participant on the date of Termination, may be exercised by
Participant no later than thirty (30) days after the date of Termination, but
in any event no later than the Expiration Date.
3.2 TERMINATION BECAUSE OF DEATH OR DISABILITY. If Participant is
Terminated because of death or Disability of Participant, the Option, to the
extent that it is exercisable by Participant on the date of Termination, may
be exercised by Participant (or Participant's legal representative) no later
than twelve (12) months after the date of Termination in the case of
Disability or eighteen (18) months in the case of death, but in any event no
later than the Expiration Date.
3.3 NO OBLIGATION TO EMPLOY. Nothing in the Plan or this Agreement
shall confer on Participant any right to continue in the employ of, or other
relationship with, the Company or any Parent, Subsidiary or Affiliate of the
Company, or limit in any way the right of the Company or
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any Parent, Subsidiary or Affiliate of the Company to terminate Participant's
employment or other relationship at any time, with or without cause.
4. MANNER OF EXERCISE.
4.1 STOCK OPTION EXERCISE AGREEMENT. To exercise this Option,
Participant (or in the case of exercise after Participant's death,
Participant's executor, administrator, heir or legatee, as the case may be)
must deliver to the Company an executed stock option exercise agreement
substantially in the form attached hereto as EXHIBIT A, or in such other form
as may be approved by the Company from time to time (the "EXERCISE
AGREEMENT"), which shall set forth, INTER ALIA, Participant's election to
exercise the Option, the number of Shares being purchased, any restrictions
imposed on the Shares and any representations, warranties and agreements
regarding Participant's investment intent and access to information as may be
required by the Company to comply with applicable securities laws. If
someone other than Participant exercises the Option, then such person must
submit documentation reasonably acceptable to the Company that such person
has the right to exercise the Option.
4.2 LIMITATIONS ON EXERCISE. The Option may not be exercised unless
such exercise is in compliance with all applicable federal and state
securities laws, as they are in effect on the date of exercise. The Option
may not be exercised as to fewer than 100 Shares unless it is exercised as to
all Shares as to which the Option is then exercisable.
4.3 PAYMENT. The Exercise Agreement shall be accompanied by full
payment of the Exercise Price for the Shares being purchased (a) in cash, (b)
by check, (c) by cancellation of indebtedness of the Company to the
Participant, or (d) by any combination of the foregoing.
4.4 TAX WITHHOLDING. Prior to the issuance of the Shares upon
exercise of the Option, Participant must pay or provide for any applicable
federal or state withholding obligations of the Company. If the Committee
permits, Participant may provide for payment of withholding taxes upon
exercise of the Option by requesting that the Company retain Shares with a
Fair Market Value equal to the minimum amount of taxes required to be
withheld. In such case, the Company shall issue the net number of Shares to
the Participant by deducting the Shares retained from the Shares issuable
upon exercise.
4.5 ISSUANCE OF SHARES. Provided that the Exercise Agreement and
payment are in form and substance satisfactory to counsel for the Company,
the Company shall issue the Shares registered in the name of Participant,
Participant's authorized assignee, or Participant's legal representative, and
shall deliver certificates representing the Shares with the appropriate
legends affixed thereto.
5. NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES. If the Option is
an ISO, and if Participant sells or otherwise disposes of any of the Shares
acquired pursuant to the ISO on or
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before the later of (1) the date two years after the Date of Grant, and (2)
the date one year after transfer of such Shares to Participant upon exercise
of the Option, Participant shall immediately notify the Company in writing of
such disposition. Participant agrees that Participant may be subject to
income tax withholding by the Company on the compensation income recognized
by Participant from the early disposition by payment in cash or out of the
current wages or other compensation payable to Participant.
6. COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of the Option and
the issuance and transfer of Shares shall be subject to compliance by the
Company and Participant with all applicable requirements of federal and state
securities laws and with all applicable requirements of any stock exchange on
which the Company's Common Stock may be listed at the time of such issuance
or transfer. Participant understands that the Company is under no obligation
to register or qualify the Shares with the Securities and Exchange
Commission, any state securities commission or any stock exchange to effect
such compliance.
7. NONTRANSFERABILITY OF OPTION. The Option may not be transferred in
any manner other than by will or by the laws of descent and distribution and
may be exercised during the lifetime of Participant only by Participant. The
terms of the Option shall be binding upon the executors, administrators,
successors and assigns of Participant.
8. TAX CONSEQUENCES. Set forth below is a brief summary as of the Date
of Grant of some of the federal and California tax consequences of exercise
of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR
DISPOSING OF THE SHARES.
8.1 EXERCISE OF ISO. If the Option qualifies as an ISO, there will
be no regular federal or California income tax liability upon the exercise of
the Option, although the excess, if any, of the fair market value of the
Shares on the date of exercise over the Exercise Price will be treated as a
tax preference item for federal income tax purposes and may subject the
Participant to the alternative minimum tax in the year of exercise, as
discussed further in Section 8.4 below.
8.2 EXERCISE OF NONQUALIFIED STOCK OPTION. If the Option does not
qualify as an ISO, there may be a regular federal and California income tax
liability upon the exercise of the Option. Participant will be treated as
having received compensation income (taxable at ordinary income tax rates)
equal to the excess, if any, of the fair market value of the Shares on the
date of exercise over the Exercise Price. The Company will be required to
withhold from Participant's compensation or collect from Participant and pay
to the applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise.
8.3 DISPOSITION OF SHARES. If the Shares are held for more than
twelve (12) months after the date of the transfer of the Shares pursuant to
the exercise of the Option for Vested
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Shares (or for more then twelve (12) months after the date of transfer of the
Shares pursuant to the exercise of an Option for Unvested Shares for which a
Section 83(b) election has been made) and, in the case of an ISO, are
disposed of more than two years after the Date of Grant, any gain realized on
disposition of the Shares will be treated as long term capital gain for
federal and California income tax purposes. If Shares purchased under an ISO
are disposed of within the applicable one or two year period, any gain
realized on such disposition will be treated as compensation income (taxable
at ordinary income rates) to the extent of the excess, if any, of the Fair
Market Value of the Shares on the date of exercise over the Exercise Price.
The Company will be required to withhold from Participant's compensation or
collect from Participant and pay to the applicable taxing authorities an
amount equal to a percentage of this compensation income at the time of
exercise.
8.4 SECTION 83(b) ELECTION FOR UNVESTED SHARES. With respect to
Unvested Shares, which are subject to the Repurchase Option, unless an
election is filed by the Participant with the Internal Revenue Service (and,
if necessary, the proper state taxing authorities), WITHIN 30 DAYS of the
purchase of the Unvested Shares, electing pursuant to Section 83(b) of the
Internal Revenue Code (and similar state tax provisions, if applicable) to be
taxed currently on any difference between the Exercise Price of the Unvested
Shares and their Fair Market Value on the date of purchase, there may be a
recognition of taxable income (including, where applicable, alternative
minimum tax) to the Participant, measured by the excess, if any, of the Fair
Market Value of the Unvested Shares, at the time they cease to be Unvested
Shares, over the Exercise Price of such Shares.
9. PRIVILEGES OF STOCK OWNERSHIP. Participant shall not have any of the
rights of a shareholder with respect to any Shares until Participant
exercises the Option and pays the Exercise Price.
10. INTERPRETATION. Any dispute regarding the interpretation of this
Agreement shall be submitted by Participant or the Company to the Committee
for review. The resolution of such a dispute by the Committee shall be final
and binding on the Company and Participant.
11. ENTIRE AGREEMENT. The Plan is incorporated herein by reference.
This Agreement and the Plan constitute the entire agreement of the parties
and supersede all prior undertakings and agreements with respect to the
subject matter hereof.
12. NOTICES. Any notice required to be given or delivered to the Company
under the terms of this Agreement shall be in writing and addressed to the
Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to Participant shall be in writing
and addressed to Participant at the address indicated above or to such other
address as such party may designate in writing from time to time to the
Company. All notices shall be deemed to have been given or delivered upon:
personal delivery; three (3) days after deposit in the United States mail by
certified or registered mail (return receipt requested); one (1) business day
after deposit with any return receipt express courier (prepaid); or one (1)
business day after transmission by rapifax or telecopier.
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13. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights
under this Agreement. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer set forth herein, this Agreement shall be binding
upon Participant and Participant's heirs, executors, administrators, legal
representatives, successors and assigns.
14. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California as such laws are applied
to agreements between California residents entered into and to be performed
entirely within California.
15. ACCEPTANCE. Participant hereby acknowledges receipt of a copy of the
Plan and this Agreement. Participant has read and understands the terms and
provisions thereof, and accepts the Option subject to all the terms and
conditions of the Plan and this Agreement. Participant acknowledges that
there may be adverse tax consequences upon exercise of the Option or
disposition of the Shares and that Participant should consult a tax adviser
prior to such exercise or disposition.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
in duplicate by its duly authorized representative and Participant has
executed this Agreement in duplicate as of the Date of Grant.
TRIQUEST DESIGN AUTOMATION, INC. PARTICIPANT
By:______________________________ _____________________________________
(Signature)
_________________________________ _____________________________________
(Please print name) (Please print name)
_________________________________
(Please print title)
[SIGNATURE PAGE TO TRIQUEST DESIGN AUTOMATION, INC. STOCK OPTION AGREEMENT]
-7-
<PAGE>
Exh. 5.1
July 31, 1997
Summit Design, Inc.
9305 S.W. Gemini Drive
Beaverton, OR 97008
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Summit Design, Inc., a Delaware
corporation (the "Registrant" or "you"), with the Securities and Exchange
Commission on or about July 31, 1997, in connection with the registration
under the Securities Act of 1933, as amended (the "1933 Act"), of an
aggregate of 196,538 shares of your Common Stock, $0.01 par value (the
"Shares"), reserved for issuance pursuant to the TriQuest Design Automation,
Inc. 1995 Stock Option Plan (the "Plan"). As your legal counsel, we have
examined the proceedings taken and are familiar with the proceedings proposed
to be taken by you in connection with the sale and issuance of the Shares by
the Registrant under the Plan.
It is our opinion that the Shares will be, when issued and sold in the
manner referred to in the Plan, legally issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in
the Registration Statement and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
Exh. 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Summit Design, Inc. on Form S-8 (i) of our report dated February 20, 1997
on the financial statements of TriQuest Design Automation, Inc. as of
December 31, 1996 and 1995 and for the year ended December 31, 1996 and for
the period from inception, February 15, 1995, to December 31, 1995, which
report is included in the Current Report on Form 8-K dated February 28, 1997
and (ii) of our report dated January 24, 1997, except for Note 14, for which
the date is February 28, 1997, on our audits of the consolidated financial
statements and financial statement schedule of Summit Design, Inc, and its
subsidiaries as of December 31, 1996 and 1995 and for each of the three years
in the period ended December 31, 1996, which report is included in the Annual
Report on Form 10-K for the year ended December 31, 1996.
/s/ Coopers & Lybrand L.L.P.
Portland Oregon
July 31, 1997
