SKYWORKS SOLUTIONS, INC. Nonstatutory Stock Option Agreement Granted Under 2008 Director Long-Term Incentive Plan
EXHIBIT 10.OO
SKYWORKS SOLUTIONS, INC.
Nonstatutory Stock Option Agreement
Granted Under 2008 Director Long-Term Incentive Plan
Granted Under 2008 Director Long-Term Incentive Plan
1. Grant of Option.
This agreement evidences the grant by Skyworks Solutions, Inc., a Delaware corporation (the
“Company”), on , 200[ ] (the “Grant Date”) to [ ], a
member of the Board of Directors of the Company (the “Director”), of an option to purchase, in
whole or in part, on the terms provided herein and in the Company’s 2008 Director Long-Term
Incentive Plan (the “Plan”), a total of [ ] shares (the “Shares”) of
common stock, $.25 par value per share, of the Company (“Common Stock”) at $[ ]
per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on
[ ][10 YEARS FROM DATE OF GRANT] (the “Final Exercise Date”).
It is intended that the option evidenced by this agreement shall not be an incentive stock
option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the
term “Director”, as used in this option, shall be deemed to include any person who acquires the
right to exercise this option validly under its terms.
2. Vesting Schedule.
This option will become exercisable (“vest”) as to twenty-five percent (25%) of the original
number of Shares on the first anniversary of the Grant Date and as to an additional twenty-five
(25%) of the original number of Shares at the end of each successive twelve-month period following
the first anniversary of the Grant Date until the fourth anniversary of the Grant Date.
The right of exercise shall be cumulative so that to the extent the option is not exercised in
any period to the maximum extent permissible it shall continue to be exercisable, in whole or in
part, with respect to all Shares for which it is vested until the earlier of the Final Exercise
Date or the termination of this option under Section 3 hereof or the Plan.
3. Exercise of Option.
(a) Form of Exercise. Each election to exercise this option shall be in writing,
signed by the Director, or by any other form of notice (including electronic notice) that has been
approved by the Company’s Board of Directors, and received by the Company at its principal office
or by a person designated by the Company, accompanied by this agreement, and payment in full in the
manner provided in the Plan. The Director may purchase less than the number of shares covered
hereby, provided that no partial exercise of this option may be for any fractional share.
(b) Continuous Relationship with the Company Required. Except as otherwise provided
in this Section 3, this option may not be exercised unless the Director, at the time he or
she exercises this option, is, and has been at all times since the Grant Date, a member of the
Board of Directors of the Company or any other entity the directors of which are eligible to
receive option grants under the Plan (an “Eligible Participant”).
(c) Termination of Relationship with the Company. If the Director ceases to be an
Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the
right to exercise this option shall terminate three (3) months after such cessation (but in no
event after the Final Exercise Date), provided that this option shall be
exercisable only to the extent that the Director was entitled to exercise this option on the date
of such cessation.
(d) Exercise Period Upon Death. If the Director ceases to be an Eligible Participant
due to his or her death prior to the Final Exercise Date while he or she is an Eligible
Participant, this option shall be exercisable as to all shares then vested and unvested, within the
period of twelve (12) months following the date of death of the Director, by an authorized
transferee, provided that this option shall not be exercisable after the Final
Exercise Date.
(e) Exercise Period Upon Disability. If the Director ceases to be an Eligible
Participant because the Director becomes permanently disabled (within the meaning of Section
22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant,
this option shall be exercisable, within the period of six (6) months following the date of
disability of the Director, by the Director, provided that this option shall be
exercisable only to the extent that this option was exercisable by the Director on the date of his
or her disability, and further provided that this option shall not be exercisable after the Final
Exercise Date.
4. Nontransferability of Option.
This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the
Director, either voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the lifetime of the Director, this option shall be exercisable only by
the Director.
5. Provisions of the Plan.
This option is subject to the provisions of the Plan, a copy of which is furnished to the
Director with this option.
6. No Obligation to Continue as a Director.
Neither the Plan nor this Option confers upon the Director any rights with respect to
continuance as a member of the Board of Directors of the Company.
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IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal
by its duly authorized officer. This option shall take effect as a sealed instrument.
| Skyworks Solutions, Inc. | ||||||||
Dated:
|
By: | |||||||
| Name: | ||||||||
| Title: | ||||||||
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DIRECTOR’S ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the terms and conditions
thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2008 Director
Long-Term Incentive Plan.
| DIRECTOR: | ||||||
| Address: | ||||||
