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EXHIBIT 10.2
RF MICRO DEVICES, INC.
STOCK OPTION AGREEMENT
PURSUANT TO
RF MICRO DEVICES, INC.
1992 STOCK OPTION PLAN
THIS RF MICRO DEVICES, INC. STOCK OPTION AGREEMENT (this "Agreement"),
is made and entered into as of ______ __, 199_, by and between RF Micro Devices,
Inc., a North Carolina corporation (the "Corporation") and ______ ______, an
employee of the Corporation (the "Optionee").
WITNESSETH:
WHEREAS, the Corporation has adopted a stock option plan known as the
RF Micro Devices, Inc. 1992 Incentive Stock Option Plan (the "Plan"), for the
purpose of advancing the interests of the Corporation and its shareholders by
(i) securing or retaining the services of its Employees, (ii) promoting and
increasing the personal interest of such Employees in the welfare of the
Corporation and (iii) providing incentives to those Employees who are primarily
responsible not only for its regular operations but also for shaping and
carrying out the long-range plans of the Corporation and aiding its continued
growth and financial success; and
WHEREAS, Optionee is now in the employment (as hereinafter defined) of
the Corporation and the Corporation desires to have Optionee remain in such
employment and to afford Optionee the opportunity to acquire or enlarge
Optionee's stock ownership in the Corporation so that Optionee may have a direct
proprietary interest in the Corporation's success;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth, the parties hereto mutually
covenant and agree as follows:
1. GRANT OF OPTION. Subject to the terms and conditions set forth
herein, the Corporation grants to Optionee, during the five-year period
commencing with the date of this Agreement and ______ __, ____ (hereinafter
called the "Option Period"), the option to purchase from the Corporation from
time to time, as herein more specifically stated (the "Option"), ____ shares of
the Corporation's common stock (the "Common Stock") at a price of $____ per
share, which Option may be exercised, in whole or in part, at any time and from
time to time, commencing on the first day following the expiration of one year
from the date hereof and terminating on the tenth anniversary of the grant of
option.
The option schedule is as follows:
(a) No shares from and after the date of grant and prior
to the first anniversary date;
(b) ___ shares after the first anniversary date and prior
to the second anniversary date;
(c) ___ shares after the second anniversary date and
prior to the third anniversary date;
(d) ___ shares after the third anniversary date and prior
to the fourth anniversary date;
(e) ___ shares after the fourth anniversary date and
prior to the fifth anniversary date;
(f) ___ shares after the fifth anniversary date.
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Except as otherwise provided in Section 11 hereof, no Option may be exercised
later than ten years from the date the Option is granted.
2. EXERCISE OF OPTION. The Option hereby granted shall be exercised by
the Optionee by delivering to the Secretary of the Corporation, on any business
day, a written notice signed by the Optionee or the Optionee's successor as
described herein, specifying the whole number of shares the Optionee then
desires to purchase. Payment in full of the Option Price of such shares must be
made at the time the Option is exercised. Payment may be made in cash or by
certified or official bank check payable to the order of the Corporation for an
amount in U.S. dollars equal to the Option Price of such shares. Payment may
also be made in shares of Common Stock of the Corporation previously held by the
Optionee, whether or not such shares were acquired pursuant to the exercise or
partial exercise of the Option or any other options, and whether or not a stock
certificate for such shares shall have been received. Payment may also be made
by combining cash and shares previously held. To the extent that shares
previously held are used in making full or partial payment of the Option Price,
each such share will be valued at the "fair market value" thereof as of the date
of exercise. The "fair market value" of the Common Stock on a given date shall
be determined in accordance with Article I of the Plan. Any overpayment will be
promptly refunded, and any underpayment will be deemed an exercise of such
lesser whole number of shares as the amount paid is sufficient to purchase.
Optionee agrees (i) not to distributee or resell any shares issued
pursuant to the exercise of this Option in violation of the terms hereof, or the
Securities Act of 1933, as amended, (ii) to indemnify and hold the Corporation
harmless against all liability for any such violation, (iii) upon request to
furnish a letter agreement in connection with any exercise of this Option which
shall provide than he or she is purchasing the shares subject to this Option for
investment and not for resale, and (iv) to accept a certificate representing
shares of the Corporation bearing the following endorsement:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended. The
shares have been acquired for investment and may not be sold
or offered for sale in the absence of an effective
registration statement under the Securities Act of 1933, as
amended, or an option of counsel satisfactory to the
Corporation and its counsel to the effect that the proposed
transaction does not involve a violation of the Securities Act
of 1933, as amended. The shares represented by this
certificate are subject to an agreement between RF Micro
Devices, Inc. and _____ _____ dated _____ __, 199_, which
provides for certain restriction on transfer."
or such other appropriate endorsement regarding restrictions on resale as the
Corporation may determine.
3. EXERCISE AFTER TERMINATION. Upon termination of the Optionee's
service as an employee of the Corporation for any reason, the Optionee or his
personal representative may exercise this Option (to the extent that he was
entitled to exercise it as of the date of said retirement or termination) at any
time within thirty (30) days after said termination, but in no event after the
expiration of ten years from the date such Option was granted.
4. TRANSFER OF OPTION SHARES.
(A) PERMITTED TRANSFERS. After exercise of the Option granted
hereunder and any purchase of shares of Common Stock of the Corporation
hereunder by the Optionee, the Optionee may transfer all or a portion of such
shares to his spouse or children or to a trust for the benefit of the
transferor, his spouse or children; provided, however, that as a condition to
any such transfer, the transferee must agree in writing that he, his heirs,
successors and assigns, shall be subject to and bound by the provisions of this
Agreement as if such transferee were the Optionee hereunder.
(B) RIGHTS OF FIRST REFUSAL.
(I) NOTICE. The Optionee (hereinafter referred to as the
"Selling Shareholder") shall not sell any of the shares of Common Stock of the
Corporation now or hereafter owned by him pursuant to exercise of
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the Option hereunder ("Option Shares") to any person, except as otherwise
permitted by this Agreement, unless the Selling Shareholder shall first deliver
to the Corporation a written notice (a "Notice") stating:
(1) that the Selling Shareholder has received a bona
fide offer from an offeror (the "Offeror") to purchase all or
a portion of the Option Shares owned by the selling
Shareholder and to assume the obligations of the Selling
Shareholder under this Agreement with regard to the shares to
be sold;
(2) the name and address of the Offeror;
(3) the number of the Option Shares which the Selling
Shareholder desires to sell;
(4) the price currently being offered to the Selling
Shareholder by the Offeror, including the terms of the payment
and the other terms of such offer; and
(5) the proposed closing date of the transaction.
Any such Notice stating a proposed closing date less than 120 days
after the date of delivery of the Notice to the Company shall be null, void and
of no effect.
(II) RIGHT OF CORPORATION TO PURCHASE. The Corporation shall
have the right, within 90 days of receipt of a Notice from the Selling
Shareholder, to purchase up to all of the Option Shares offered for sales and
the Selling Shareholder shall sell such Option Shares to the Corporation at the
price and upon the terms specified in the Notice. The Corporation shall promptly
notify all shareholders of the Corporation in writing of its decision with
regard to the Option Shares subject to the offer within 90 days after having
received a Notice from the Selling Shareholder required under subsection 4(b)(i)
above.
(III) RIGHT OF OTHER SHAREHOLDERS TO PURCHASE. In the event
that the Corporation does not elect to purchase all the Option Shares offered,
the other shareholders of the Corporation (the "Other Shareholders") shall have
the right (pro rata according to their respective ownership interest in the
Company on a fully diluted basis), within 30 days of the date of notice by the
Corporation, to purchase among themselves the Option Shares subject to the
offer. In the event that one or more of the Other Shareholders decline to
purchase the Option Shares which they are entitled to purchase pursuant to this
provision, the remaining Other Shareholders shall be entitled to purchase all or
a portion of such Option Shares on a proportionate basis. The Other Shareholders
must notify all parties to this Agreement in writing of their decision with
regard to the Option Shares subject to the offer within 30 days after receipt of
the notice from the corporation required pursuant to subsection 4(b)(ii) above.
(IV) SALE TO OFFEROR. If the Corporation and the Other
Shareholders do not elect to purchase all of the offered Option Shares, the
Selling Shareholder may, within a period of 120 days from the date the Notice
was first delivered to the Corporation, sell to the Offeror the remaining Option
Shares to which the Notice related at a price not less than the price stated in
the Notice and upon terms, including terms of payment, stated therein. Before
such sale shall be consummated, the Offeror shall have executed and delivered to
the Corporation his agreement that the Offeror and the shares held by the
Offeror shall be bound by the terms of this Agreement with respect to the
transfer thereof to the same extent as if the Offeror had been an original party
hereto. If such shares are not so sold to the Offeror within such 120 day
period, such shares shall again become subject to all the restrictions of this
Agreement.
(C) CLOSING. The closing of the sale of the shares to the
Corporation, the Other Shareholders and/or the Offeror pursuant to this Section
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in the Notice and such sale shall be made at the price and upon the terms
specified in the Notice.
(D) PROHIBITED TRANSFERS VOID. Any purported transfer in violation of
this Agreement shall be void and shall not transfer any interest or title to the
purported transferee. The Corporation shall not be required to
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transfer on its books any shares sold or transferred in violation of any of the
provisions set forth in the Agreement or to treat as owner of those shares or to
pay dividends to any transferee to whom any of those shares shall have been sold
or transferred.
5. REPURCHASE RIGHTS.
(A) EVENTS OF SALE. The following events ("Events of Sale")
shall be deemed to be an automatic offer by the Optionee or his representative
to sell, and an automatic acceptance by the Corporation of such offer, with
respect to all of the Option Shares then owned by the Optionee:
(i) Death of the Optionee; or
(ii) The Optionee becoming Disabled; or
(iii) Termination of the Optionee's employment
with the Corporation for any reason.
(B) PURCHASE PRICE. The price at which each of the Option
Shares of the Optionee shall be repurchased pursuant to this Section 5 shall be
the fair market value of such shares on the date of the Event of Sale.
(C) PAYMENT TERMS. The purchase price determined in accordance
with Section 5(b) hereof shall be paid as agreed by the parties, or in the
absence of an agreement as follows: (i) 25% at closing, and (ii) the balance
thereof by delivery of the purchasing party or parties' note. Such note shall
bear interest at a rate of interest equal to 8% per annum, and shall be payable
in quarterly installments of principal, with accrued interest, over a period not
in excess of 3 years.
(D) CLOSING. The closing of the sale of the Option Shares of
the Optionee to the Corporation pursuant to this Section 5 shall be held at the
principal office of the Corporation within 90 days of the occurrence of an Event
of Sale hereunder and such sale shall be made at the price and upon the terms
determined in accordance with Sections 5(b) and 5(c) hereof.
(E) TERMINATION OF REPURCHASE RIGHTS. If the Corporation shall
be completely liquidated, then any and all rights to repurchase the Option
Shares hereunder (whether in effect or not) shall cease and terminate as of the
date of adoption by the Board of Directors or shareholders of the Corporation of
a plan of liquidation and the Optionee shall hold this Option Shares free of any
and all such rights of repurchase.
6. OPTIONEE. Whenever the word "Optionee" is used in any provision of
this Agreement under circumstances where the provision should logically be
construed to apply to (i) the estate, personal representative, or beneficiary to
whom this Option may be transferred by will or by the laws of descent and
distribution or (ii) the guardian or legal representative of the Optionee acting
pursuant to a valid power of attorney or the decree of a court of competent
jurisdiction, then the term Optionee shall be deemed to include such estate,
personal representative, beneficiary, guardian or legal representative.
7. TRANSFER OF OPTION. This Option is not transferable by Optionee, and
is exercisable during Optionee's lifetime only by Optionee. No assignment or
transfer of this Option or of the rights represented thereby, whether voluntary
or involuntary, by operation of law or otherwise, which is inconsistent with
this Section 7, shall vest in the assignee or transferee any interest or right
herein whatsoever. Immediately upon any attempt to assign or transfer this
Option in a manner inconsistent with this Section 7, this Option shall terminate
and be of no force or effect.
8. OPTIONEE NOT SHAREHOLDER. Optionee shall not be deemed for any
purpose to be a shareholder of the Corporation with respect to any shares
covered by this Option unless this Option shall have been exercised and the
Option Price paid in the manner provided herein. No adjustment will be made for
dividends or other rights where the record date is prior to the date of exercise
and payment.
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9. NO EFFECT. Neither this Option nor this Agreement shall affect in
any way the right or power of the Corporation or its shareholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the Corporation's capital structure or its business, or any merger or
consolidation of the Corporation, or any issuance of bonds, debentures,
preferred or prior preference stocks ahead of or convertible into, or otherwise
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Corporation, or any sale or transfer of all or any part of
its assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.
10. ADJUSTMENT IN NUMBER OF SHARES. The shares with respect to which
this Option is granted are shares of the Common Stock of the Corporation as
constituted on the date of this Agreement, but if, and whenever, prior to the
delivery by the Corporation of all of the shares of Common Stock with respect to
which this Option is granted, the Corporation shall effect a subdivision or
consolidation of shares, or other capital readjustment, or the payment of a
stock dividend, or other increase or reduction of the number of shares of Common
Stock outstanding, without receiving compensation therefor in money, services or
property, then (i) in the event of any increase in the number of such shares
outstanding, the number of shares of Common Stock then remaining subject to
Option hereunder shall be proportionately increased (except that any fraction of
a share resulting from any such adjustment shall be excluded from the operation
of this Agreement), and the cash consideration payable per share shall be
proportionately reduced, and (ii) in the event of a reduction in the number of
such shares outstanding, the hereunder shall be proportionately reduced (except
that any fractional share resulting from any such adjustment shall be excluded
from the operation of this Agreement), and the cash consideration payable per
share shall be proportionately increased.
11. MERGER, ETC. After the merger of one or more corporations into the
Corporation, any merger of the Corporation into another corporation, any
consolidation of the Corporation and one or more other corporations, or any
other corporate reorganization of any form involving the Corporation as a party
thereto involving any exchange, conversion, adjustment or other modification of
the outstanding shares of the Corporation's Common Stock, Optionee at the time
of such Corporate reorganization shall, at no additional cost, be entitled, upon
any exercise of this Option, to receive in lieu of the number of shares as to
which this Option shall then be so exercised, the number and calls of shares of
stock or other securities or such other property to which Optionee would have
been entitled pursuant to the terms of the agreement of merger or consolidation,
if at the time of such merger or consolidation Optionee had been a holder of
record of a number of shares of Common Stock of the Corporation equal to the
number of shares which then remain exercisable under this Option. Comparable
rights shall accrue to Optionee in the event of successive mergers or
consolidations of the character described above.
The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined b the Committee in its sole discretion.
Any such adjustment may provide for the elimination of any fractional share
which might otherwise become subject to this Option.
In the event of (i) the adoption of a plan of merger or consolidation
of the Corporation with any other corporation or association as a result of
which the holders of the voting capital stock of the corporation as a group
would receive less than 50% of the voting capital stock of the surviving or
resulting corporation or (ii) the approval by the Board of Directors of the
Corporation of an agreement providing for the sale or transfer (other than as
security for obligations of the Corporation), then this Option shall become
immediately exercisable in full, subject to any appropriate adjustments in the
number of shares subject to Option and the Option Price, and shall remain
exercisable for the remaining term of the Option, regardless of whether such
Option has been outstanding for six months or of any provision contained in this
agreement limiting the exercisability of this Option or any portion thereof for
a minimum time period to exercise, subject to all of the terms of the Plan and
of this Agreement not inconsistent with this paragraph.
Anything contained herein to the contrary notwithstanding, upon the
dissolution or liquidation of the Corporation this Option shall terminate;
provided, however, that following the adoption of a plan of dissolution or
liquidation, and in any event prior to such dissolution or liquidation (and as
provided above regarding certain mergers and consolidations), this Option shall
be exercisable in full, regardless of whether such Option has been outstanding
for six months or of any provision contained in this Agreement limiting the
exercisability of this Option or any portion
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thereof for a minimum time period prior to exercise, subject to all of the terms
of the Plan and of this Agreement not inconsistent with this paragraph.
12. FURTHER ACTIONS. Anything in this Agreement to the contrary
notwithstanding, if, at any time specified herein for the issuance of shares to
Optionee, any law, or any regulation or requirement of the Securities and
Exchange Commission or any other governmental authority having jurisdiction,
shall require either the Corporation or Optionee to take any action in
connection with the shares then to be issued, the issuance of such shares shall
be deferred until such action shall have been taken; then the Corporation shall
be under no obligation to take such action and the Corporation shall have no
liability whatsoever as a result of the non-issuance of such shares, except to
refund to the Optionee any consideration tendered in respect of the Option
Price.
13. DETERMINATION BY COMMITTEE. Subject to the provisions of Section 14
hereof, any dispute or disagreement which shall arise under, or as a result of,
or pursuant to, this Agreement shall be determined by the Committee in its
absolute and uncontrolled discretion, and any such determination or any other
determination by the Committee under or pursuant to this Agreement and any
interpretation by the Committee of the terms of this Agreement shall be final,
binding and conclusive on all persons affected thereby.
14. BOARD OF DIRECTORS. The Board of Directors of the Corporation shall
have the right, in its absolute and uncontrolled discretion, to overrule or
modify any determination or interpretation made by the Committee as contemplated
by Sections 3 and 13 hereof, and in such event the determinations or
interpretations by the Committee shall be final, binding and conclusive on all
persons affected thereby.
15. TERMINATION, AMENDMENT OF PLAN. The board of Directors at any time
may terminate the Plan, and at any time and from time to time may amend or
modify the Plan; provided, however, that among other things specified in the
Plan, no such amendment shall, without the consent of the Optionee, reduce the
amount of any benefit or adversely change the terms and conditions hereof.
16. NOTICES. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be delivered
personally or by mail, postage prepaid, addressed as follows: to the Secretary
of the Corporation, at 0000-X Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx
00000, or at such other address as the Corporation, by notice to Optionee, may
designate in writing from time to time; to Optionee, at Optionee's address as
shown on the records of the Corporation or at such other address as Optionee, by
notice to the Corporation, may designate in writing from time to time.
17. ISSUANCE OF SHARES. Shares of Common Stock issued pursuant to the
exercise of this Option will be issued only in the name of Optionee and may not
be transferred into the name of any agent of or nominee for Optionee until such
time as a disposition of such shares would satisfy the holding period
requirements of Section 422A(a)(1) of the Internal Revenue Code of 1986, as
amended.
18. SUBJECT TO PLAN. This Agreement is subject to the terms and
conditions contained in the Plan, a copy of which is attached hereto and
incorporated herein by reference. All defined terms used herein which are not
defined in this Agreement shall have the respective meanings ascribed to them in
the Plan.
19. THIRD PARTY BENEFICIARIES. The Other Shareholders are intended
third party beneficiaries of this Agreement, and as such shall have the right to
enforce the provisions of Section 4 hereof.
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IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer, and Optionee has hereunto set
Optionee's hand and seal, all on the day and year first above written.
RF MICRO DEVICES, INC.
ATTEST
By:
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Xxxxxx X. Xxxxxxx, Secretary Xxxxx X. Xxxxxxx, President
(CORPORATE SEAL)
OPTIONEE:
(SEAL)
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AMENDMENT
TO
STOCK OPTION AGREEMENT
THIS AMENDMENT, made and entered into as of the 15th day of May, 1997,
by and between RF Micro Devices, Inc., a North Carolina corporation (the
"Company"), as sponsor of the RF MIcro Devices, Inc. 1992 Stock Option Plan
(the "Plan"), and the undersigned holder of an option or options awarded under
the Plan (the "Optionee").
R E C I T A L S :
The Optionee and the Company are parties to the following RF Micro
Devices, Inc. Stock Option Agreements (the "Option Agreements"):
Date of
Option Agreement No. of Shares
---------------- -------------
________________ _____________
________________ _____________
________________ _____________
________________ _____________
________________ _____________
________________ _____________
________________ _____________
________________ _____________
________________ _____________
________________ _____________
The parties desire to amend the Option Agreements to eliminate certain
repurchase rights and rights of first refusal applicable to shares issued under
the Option Agreements.
NOW, THEREFORE, the Corporation and the Optionee hereby agree that the
Option Agreements shall be amended by deleting Sections 4, 5 and 19 in their
entirety and renumbering the remaining Sections and all references to such
Sections accordingly.
IN WITNESS WHEREOF, this Amendment has been executed by and on behalf
of the parties hereto as of the day and year first above written.
OPTIONEE:
________________________________________
Name: ____________________________
RF MICRO DEVICES, INC.
By: ____________________________________
Name: _____________________
Title: ____________________
