Exhibit 10.10
(XXXXXXXXX SEMICONDUCTOR LOGO)
[We entered into the following form of Non-qualified Stock
Option Agreement with each of the following non-employee
directors: Xxxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxx, Xx.,
Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxx XX and
Xxxxxxx X. Xxxxx]
XXXXXXXXX SEMICONDUCTOR STOCK PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
This is a Non-Qualified Stock Option Agreement under the Xxxxxxxxx Semiconductor
Stock Plan, dated APRIL 28, 2003 (the Grant Date) between Xxxxxxxxx
Semiconductor International, Inc. (the Company) and _______________, a director
of the Company or one of its subsidiaries (you or the Optionee).
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OPTION GRANT; The Company grants you the option to purchase up to 15,000 shares of the Company's Class _______ A Common Stock
EXERCISE PRICE at an exercise price of $11.50 per share. This option grant is subject to the terms of the Xxxxxxxxx
Semiconductor Stock Plan and to the terms of this agreement. If there is a conflict between the terms of this
agreement and those of the Plan, the terms of the Plan will govern. Capitalized terms not defined in this
agreement are defined in the Plan.
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OPTION TERM; The term of your option is 8 years and one day from the Grant Date. Your option terminates at the end of the
VESTING term and cannot be exercised after the term. You can exercise your option only to the extent it has vested.
Your option will vest in increments, as follows:
Vesting Date Percentage Vested
1st Anniversary of Grant Date.........................100%
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TERMINATION OF You must remain a director of the Company or an Affiliate to be able to exercise your option, except as
SERVICE follows:
Retirement, Disability or death. If your service as a director terminates because of your Retirement or
Disability (as those terms are defined in the Plan) or your death, then you (or your estate) will have five
years from your termination date to exercise your option, unless the option term ends earlier, in which case
you (or your estate) will have until the end of the term to exercise. In addition, if your service as a
director terminates because of your Retirement or Disability and you die within the five-year exercise period,
your estate will have at least one year after your death to exercise, unless the option term ends earlier, in
which case your estate will have until the end of the term to exercise.
Termination by the Company. If your service as a director is terminated for Cause (as defined in the Plan), all
options will be terminated, whether or not vested, and you may have to repay any gains on prior exercised
options. See Sections 5(l) and 12 of the Plan. If your service as a director is terminated by the Company not
for Cause and not as a result of your Retirement, Disability or death, then you (or your estate) will have 90
days from your termination date to exercise your option, unless the option term ends earlier, in which case you
(or your estate) will have until the end of the term to exercise.
All other cases. If your service as a director terminates because you quit, or for any other reason other than
those stated above, you (or your estate, if you die within the period) will have 30 days from your termination
date to exercise your option, unless the option term ends earlier, in which case you (or your estate) will have
until the end of the term to exercise.
Regardless of the cause of your termination, you (or your estate) can exercise your option only to the extent
it is vested on your termination date.
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NON-TRANSFERABILITY Your option is not transferable except by will or the laws of descent and distribution. During your lifetime
only you can exercise your option. This option shall not be subject to attachment or similar process. Any
attempted sale, pledge, assignment, transfer or other disposition of your option contrary to the provisions of
this agreement or the Plan, or the levy of any attachment or similar process upon your option, shall be null
and void without effect.
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SIGNATURES Your signature and the signature of an authorized officer of the Company below indicate your and the Company's
agreement to the terms of this Non-Qualified Stock Option Agreement as of the Grant Date.
OPTIONEE: XXXXXXXXX SEMICONDUCTOR INTERNATIONAL, INC.
_____________________________ /s/ Xxxx X. Xxxx
GLOBAL ID/SSN: Xxxx X. Xxxx
Chairman, President and CEO
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