KOMAG INCORPORATED FORM OF AMENDMENT TO RESTRICTED STOCK PURCHASE AGREEMENTS AND STOCK OPTION AGREEMENTS
EXHIBIT (e)(9)
KOMAG INCORPORATED
FORM
OF AMENDMENT TO RESTRICTED STOCK PURCHASE AGREEMENTS
AND STOCK OPTION AGREEMENTS
AND STOCK OPTION AGREEMENTS
This Amendment (the “Amendment”) is made this day of May, 2007, by and between
[NAME] (“Participant”) and Komag Incorporated (the “Company”). Unless otherwise defined
herein, the terms defined in the Company’s Amended and Restated 2002 Qualified Stock Plan
(the “Plan”) will have the same defined meanings in this Amendment.
Background
A. The Company has prior to the date of this Amendment granted Participant one or more options to
purchase shares of Company common stock (each an “Option and collectively, the “Options”) and one
or more awards of restricted stock (each a “Restricted Stock Award” and collectively, the
“Restricted Stock Awards”) under the Plan and such Options and Restricted Stock Awards have been
memorialized in Participant’s Stock Option Agreements and Restricted Stock Purchase Agreements,
including any related Notices of Stock Option Grants and Grant Stock Purchase Rights (collectively,
the “Agreements”).
B. Participant currently serves as a Director;
C. The Board has determined that in order to provide Participant with enhanced financial security
and sufficient encouragement to remain with the Company notwithstanding the possibility of a Change
of Control (as defined in the Plan) it is in the best interests of the Company and its stockholders
to amend the Agreements to provide for full acceleration of vesting in the event of a Change of
Control (as defined in the Plan) pursuant to which Participant will no longer serve as a Director.
NOW, THEREFORE, the parties agree that the Agreements are amended as follows:
1. Vesting in the event of a Change in Control pursuant to which Participant will no
longer serve as a Director of the Company. Notwithstanding anything to the contrary set forth
in the Agreements, on the date that is immediately prior to a Change in Control pursuant to which
the Participant will no longer serve as a Director following such Change in Control and subject to
Participant continuing to serve as a Director through such date, (A) each Option then outstanding
will immediately vest and become exercisable as to 100% of the then unvested Shares subject to each
such Option and shall otherwise be exercisable as governed by and in accordance with the terms of
the applicable Agreement; and (B) each Restricted Stock Award will immediately vest as to 100% of
the then unvested shares subject to such Restricted Stock Award.
2. Stock Option Agreements and Restricted Stock Purchase Agreements. To the extent
not expressly amended hereby, the Agreements will remain in full force and effect.
3. No Guarantee of Continued Service. Participant acknowledges and agrees that the
vesting of the Options and Restricted Stock Awards pursuant to this Amendment or the Agreements
is earned only by continuing as Service Provider. Participant further acknowledges and agrees that
this Amendment and the Agreements do not constitute an express or implied promise of continued
engagement as a Service Provider for the vesting period, for any period, or at all.
4. Assignment. This Amendment will be binding upon and inure to the benefit of (a)
the heirs, executors and legal representatives of Participant upon Participant’s death and (b) any
successor of the Company. For this purpose, “successor” means any person, firm, corporation or
other business entity which at any time, whether by purchase, merger or otherwise, directly or
indirectly acquires all or substantially all of the assets or business of the Company. None of the
rights of Participant under this Amendment may be assigned or transferred except by will or the
laws of descent and distribution. Any other attempted assignment, transfer, conveyance or other
disposition of Participant’s rights under this Amendment will be null and void.
5. Entire Agreement. This Amendment, taken together with the Agreements (to the
extent not amended hereby), represent the entire agreement of the parties and will supersede any
and all previous contracts, arrangements or understandings between the parties with respect to
Participant’s stock option and restricted stock benefits. This Amendment may be amended at any
time only by mutual written agreement of the parties hereto.
6. Counterparts. This Amendment may be executed in counterparts, and each counterpart
will have the same force and effect as an original and will constitute an effective, binding
agreement on the part of each of the undersigned. Execution and delivery of this Amendment by
exchange of facsimile copies bearing the facsimile signature of a party will constitute a valid and
binding execution and delivery of the Amendment by such party. Such facsimile copies will
constitute enforceable original documents.
7. Headings. All captions and section headings used in this Amendment are for
convenient reference only and do not form a part of this Amendment.
8. Governing Law. This Amendment will be governed by the laws of the State of
California (with the exception of its conflict of laws provisions).
IN WITNESS WHEREOF, this Amendment has been entered into as of the date first set forth above.
KOMAG INCORPORATED | PARTICIPANT | |||||||
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