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EXHIBIT 10.27
ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT is executed and delivered pursuant to that
certain Agreement and Plan of Merger, dated as of January 28, 2001 (the "Merger
Agreement"), by and among Maxim Integrated Products, Inc., a Delaware
corporation (the "Company"), MI Acquisition Sub, Inc., a Delaware corporation,
and Dallas Semiconductor Corporation, a Delaware corporation ("Dallas
Semiconductor"), pursuant to which Dallas Semiconductor will become a wholly
owned subsidiary of the Company. Pursuant to Sections 1.8(a) and 5.5(a) of the
Merger Agreement, the Company is required at the Effective Time to expressly
assume all options to purchase the common stock, par value $.02 per share (the
"Common Stock"), of Dallas Semiconductor then outstanding, whether vested or
unvested, under Dallas Semiconductor's (i) 1984 Stock Option Plan, (ii) Amended
1987 Stock Option Plan and (iii) 1993 Officer and Director Stock Option Plan
(each as amended, collectively, the "Option Plans"), and the various option
agreements (the "Option Agreements"), including notice of grants thereto (each a
"Notice"), issued under such Option Plans. By way of example, and not by way of
limitation, a copy of the form of Notice and forms of Option Agreements are
attached hereto as Exhibit A. The failure to attach to this Assumption Agreement
all forms of Notice and all forms of Option Agreements that may be outstanding
shall in no way limit the Company's obligations under Sections 1.8(a) and 5.5(a)
of the Merger Agreement with respect to the assumptions addressed herein. All
capitalized terms not otherwise defined herein shall have the meaning ascribed
to such terms in the Merger Agreement.
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged the Company hereby assumes and agrees to pay,
perform, and discharge in accordance with the terms thereof, all of the duties,
liabilities and obligations of Dallas Semiconductor under the Option Plans, the
Option Agreements and the Notice.
This Assumption Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns.
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IN WITNESS WHEREOF, each party hereto has caused this instrument to be
executed by its duly authorized officer this the 11th day of April, 2001.
MAXIM INTEGRATED PRODUCTS, INC.
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
DALLAS SEMICONDUCTOR CORPORATION
By: /s/ Xxxx X. Xxxx
-------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Financial Officer
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Exhibit A
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NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made and
entered into this ____ day of _____________, 19__ (the "Date of Grant"), by and
between DALLAS SEMICONDUCTOR CORPORATION, a Delaware corporation (the
"Company"), and ________________________, an employee of the Company
("Optionee").
WHEREAS, the Company desires, by affording Optionee an opportunity to
purchase shares of its Common Stock, par value $.02 per share (the "Common
Stock"), as hereinafter provided, to carry out the purposes of the Dallas
Semiconductor Corporation 1987 Stock Option Plan (the "Plan");
NOW, THEREFORE, in consideration of the covenants herein set forth, the
parties hereto have agreed and do hereby agree as follows:
1. Grant of Option. The Company hereby grants to Optionee, pursuant to
the Plan, the terms and provisions of which are incorporated herein by
reference, an option (the "Option") to purchase all or any part of ___________
shares of the Common Stock of the Company on the terms and conditions herein set
forth.
2. Purchase Price. The purchase price of each share of Common Stock
subject to this Option shall be $_____ per share. Full payment for shares
purchased upon exercise of this Option shall be made in cash or by check, or by
delivery of previously owned shares of Common Stock, or partly in cash or such
check and partly in such stock. The value of shares of Common Stock delivered in
connection with the payment of the option price shall be the fair market value
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of such shares as determined by the Board of Directors of the Company (the
"Board") and such determinations shall be binding upon the Optionee. No shares
may be issued until full payment of the purchase price therefor has been made.
3. Term of Option. The term of the Option shall be for a period of ten
(10) years from the Date of Grant, subject to earlier termination or
cancellation as provided herein and in the Plan.
4. Exercise of the Option This Option shall be exercisable in full or in
part at any time, and from time to time, during the term hereof, at any time
after the Date of Grant. No fractional shares may be issued pursuant to the
exercise of this Option. Furthermore, the exercise of this Option shall be
subject to the condition that if at any time the Company shall determine in its
sole discretion that the satisfaction of withholding tax or other withholding
liabilities, or that the listing, registration, or qualification of any shares
otherwise deliverable upon such exercise upon any national securities exchange
or under any state or federal law, or that the report to, or consent or approval
of, any regulatory body, is necessary or desirable as a condition of, or in
connection with, such exercise or the delivery or purchase of shares pursuant
hereto, then in any such event, such exercise shall not be effective unless such
withholding, listing, registration, qualification, report, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Company.
5. Notice of Election. Subject to the terms and conditions hereof,
Optionee may exercise this Option by delivering written notice to the Secretary
of the Company in person or by registered or certified mail, postage prepaid.
Such notice shall state the election to partially or totally exercise this
Option and the number of shares in respect of which it is being exercised, and
shall be signed by Optionee. Such notice shall be accompanied by payment as
provided for
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hereinbefore, in which event, the Company shall deliver a certificate or
certificates, as may be requested by Optionee, representing such shares as soon
as practicable after the notice and payment shall be received. The certificate
or certificates for the shares as to which the Option shall have been exercised
shall be registered as designated in the notice. In the event the Option shall
be exercised, pursuant to Paragraph 8 hereof, by any person or persons other
than the Optionee, such notice shall be accompanied by proof deemed appropriate
by the Company of the right of such person or persons to exercise the Option.
All shares that shall be purchased upon the exercise of this Option as provided
herein shall be fully paid and non-assessable.
6. Non-Transferability. During the lifetime of Optionee, this Option
shall be exercisable only by Optionee. This Option shall not be assignable or
transferable by Optionee, voluntarily or by operation of law, other than by will
or by the laws of descent and distribution. Neither this Option nor the shares
covered hereby shall be pledged or hypothecated in any way. Neither this Option
nor the shares covered hereby shall be subject to the execution, attachment, or
similar process except with the prior written consent of the Board.
7. Termination of Employment. In the event that Optionee shall at any
time hereafter cease to be an employee of the Company or its subsidiaries for
any reason other than his death, retirement or permanent disability, any part of
the Option granted hereunder which has not been exercised by the date of such
cessation shall immediately terminate on the date of such cessation. In the
event that Optionee's employment with the Company or its subsidiary shall
terminate by reason of his retirement or permanent disability, the Option may be
exercised, to the extent of the shares with respect to which the Option could
have been exercised by Optionee on the date of such termination prior to the
date of its expiration or three (3) months after the date of such termination,
whichever occurs first.
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8. Death of Optionee. If Optionee dies prior to the termination of his
right to exercise the Option in accordance with the provisions hereof without
having totally exercised the Option, the Option may be exercised, to the extent
of the shares with respect to which the Option could have been exercised by
Optionee on the date of Optionee's death, by the Optionee's estate or by the
person who acquires the right to exercise the Option by bequest, inheritance, or
by reason of the death of the Optionee, provided the Option is exercised prior
to the date of its expiration or one (1) year from the date of the Optionee's
death, whichever occurs first.
9. Adjustments. The number of shares of Common Stock covered by this
Option and the option price may be adjusted to reflect, as deemed appropriate by
the Board in its discretion, any stock dividend, stock split, share combination,
exchange of shares, recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like of or by the Company. Decisions by the
Board as to what adjustments shall be made, and the extent thereof, shall be
final, binding and conclusive on Optionees.
10. No Other Rights or Obligations. Optionee shall have no rights by
reason of this Option as a shareholder with respect to any shares covered hereby
until the date of the issuance of one or more stock certificates to him for such
shares pursuant to the due exercise of the Option. The granting of this Option
does not confer on Optionee any continued right of employment or directorship
with the Company or any additional rights other than as expressly provided for
herein. There is no obligation upon Optionee to exercise this Option or any part
thereof.
11. Subject to Plan. This option is subject to all of the terms and
conditions of the Company's 1987 Stock Option Plan (and as amended hereafter if
the Plan is amended hereafter). In the event of any conflict between such terms
and conditions and those set forth herein, the terms of the Plan shall govern
and be determinative.
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12. Incentive Stock Option. This option is not intended to qualify as an
"incentive stock option" under the Internal Revenue Code of 1986, as amended,
and applicable regulations and rulings promulgated thereunder, and shall not be
so construed.
13. Amendment. The Board shall have the right, without the consent or
approval of the Optionee, to amend, modify, limit or terminate this Option or
any term or provision hereof. Any such action by the Board shall be final and
binding on Optionee.
14. Shareholder's Agreement. The exercise of this Option is expressly
conditioned upon the prior or contemporaneous execution by the Optionee and the
Company of a Shareholder's Agreement, as provided in the Plan. All rights of the
Optionee and his heirs, successors and assigns shall be determined by such
agreement and the Optionee and his heirs, successors and assigns shall be bound
thereby. The shares of Common Stock issued pursuant to the exercise hereof shall
not be deemed to be issued vested stock option" and shall be subject to the
repurchase rights as provided in such agreement.
15. Defined Terms. Unless otherwise defined herein, the capitalized
terms used herein shall have the same meaning given to such terms in the Plan.
IN WITNESS WHEREOF, Dallas Semiconductor Corporation and Optionee have
executed this Non-Qualified Stock Option Agreement as of the date first above
written.
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Address for Notices: DALLAS SEMICONDUCTOR CORPORATION
0000 Xxxxxxxx Xxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
By:
----------------------------------
Title:
----------------------------------
------------------------------ ----------------------------------------
Optionee
------------------------------
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NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made and
entered into this ____ day of _______________, 19__ (the "Date of Grant"), by
and between DALLAS SEMICONDUCTOR CORPORATION, a Delaware corporation (the
"Company"), and ___________________, an employee of the Company ("Optionee").
WHEREAS, the Company desires, by affording Optionee an opportunity to
purchase shares of its Common Stock, par value $.02 per share (the "Common
Stock"), as hereinafter provided, to carry out the purposes of the Dallas
Semiconductor Corporation 1987 Stock Option Plan (the "Plan");
NOW, THEREFORE, in consideration of the covenants herein set forth, the
parties hereto have agreed and do hereby agree as follows:
1. Grant of Option. The Company hereby grants to Optionee, pursuant to
the Plan, the terms and provisions of which are incorporated herein by
reference, an option (the "Option") to purchase all or any part of ______ shares
of the Common Stock of the Company on the terms and conditions herein set forth.
2. Purchase Price. The purchase price of each share of Common Stock
subject to this Option shall be $_____ per share. Full payment for shares
purchased upon exercise of this Option shall be made in cash or by check, or by
delivery of previously owned shares of Common Stock, or partly in cash or such
check and partly in such stock. The value of shares of Common Stock delivered in
connection with the payment of the option price shall be the fair market value
of such shares as determined by the Board of Directors of the Company (the
"Board") and such
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determinations shall be binding upon the Optionee. No shares may be issued until
full payment of the purchase price therefor has been made.
3. Term of Option. The term of the Option shall be for a period of ten
(10) years from the Date of Grant, subject to earlier termination or
cancellation as provided herein and in the Plan.
4. Exercise of the Option. This Option shall be exercisable in full or
in part at any time, and from time to time, during the term hereof, at any time
commencing on the last day of the first completed calendar quarter following the
Date of Grant. No fractional shares may be issued pursuant to the exercise of
this Option. Furthermore, the exercise of this Option shall be subject to the
condition that if at any time the Company shall determine in its sole discretion
that the satisfaction of withholding tax or other withholding liabilities, or
that the listing, registration, or qualification of any shares otherwise
deliverable upon such exercise upon any national securities exchange or under
any state or federal law, or that the report to, or consent or approval of, any
regulatory body, is necessary or desirable as a condition of, or in connection
with, such exercise or the delivery or purchase of shares pursuant hereto, then
in any such event, such exercise shall not be effective unless such withholding,
listing, registration, qualification, report, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Company.
5. Notice of Election. Subject to the terms and conditions hereof,
Optionee may exercise this Option by delivering written notice to the Secretary
of the Company in person or by registered or certified mail, postage prepaid.
Such notice shall state the election to partially or totally exercise this
Option and the number of shares in respect of which it is being exercised, and
shall be signed by Optionee. Such notice shall be accompanied by payment as
provided for
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hereinbefore, in which event, the Company shall deliver a certificate or
certificates, as may be requested by Optionee, representing such shares as soon
as practicable after the notice and payment shall be received. The certificate
or certificates for the shares as to which the Option shall have been exercised
shall be registered as designated in the notice. In the event the Option shall
be exercised pursuant to Paragraph 10 hereof, by any person or persons other
than the Optionee, such notice shall be accompanied by proof deemed appropriate
by the Company of the right of such person or persons to exercise the Option.
All shares that shall be purchased upon the exercise of this Option as provided
herein shall be fully paid and non-assessable.
6. Tax Benefit Right. The Compensation Committee (the "Committee") of
the Board may in its sole discretion at any time prior to the exercise of this
Option grant to Optionee a bonus in an amount in cash not to exceed the then
existing maximum statutory Federal income tax rate (including any surtax or
similar charge or assessment) for individual taxpayers multiplied by the amount
of ordinary income, if any, realized by Optionee for Federal income tax purposes
as a result of the exercise of this Option. Any such payment, if granted, shall
be made by the Company upon the due date for such taxes in the form of a check
payable to the Internal Revenue Service for the account of Optionee, or in such
other manner as the Committee in its sole discretion may determine. Any such
payment shall otherwise be made upon such terms and conditions as may from time
to time be determined by the Committee and such right shall be subject to
limitation (as to term, amount, or otherwise) and to cancellation at any time by
the Committee in its sole discretion.
7. Company Loan. (a) Subject to the provisions of subparagraph (b)
below, upon request of Optionee made at least three (3) business days prior to
the intended exercise date, the Company may (on such exercise date) loan to
Optionee an amount equal to the excess of the aggregate option price of the
Common Stock which Optionee is then electing to purchase pursuant to the
exercise of this Option,
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or any part hereof, over the aggregate par value of such Common Stock, less any
other consideration delivered by Optionee upon such exercise, provided that
Optionee shall execute a promissory note for such amount, payable to the order
of the Company, in such form as is in accordance with the provisions of the Plan
and as is otherwise satisfactory to the Committee.
(b) The Company shall have an obligation to make a loan to Optionee only
if the Committee shall have determined in its sole discretion prior to the
exercise date that such loan should be made, but shall have no such obligation
if the Committee shall have thereafter cancelled or suspended the operation of
the loan provisions of the Plan, or if the loan and/or other loans to be made at
such time would exceed any limit on the maximum amount of loans that may be made
under the Plan established from time to time by the Committee in its discretion.
(c) Such loan shall further be conditioned upon the delivery by Optionee
of such collateral as may be required by the Committee and the execution by
Optionee of such stock powers or other instruments which the Committee may deem
necessary or advisable in connection with such loan and creation of such
security interest.
8. Non-Transferability. During the lifetime of Optionee, this Option
shall be exercisable only by Optionee. This Option shall not be assignable or
transferable by Optionee, voluntarily or by operation of law, other than by will
or by the laws of descent and distribution. Neither this Option nor the shares
covered hereby shall be pledged or hypothecated in any way. Neither this Option
nor the shares covered hereby shall be subject to the execution, attachment, or
similar process except with the prior written consent of the Board.
9. Termination of Employment. In the event that Optionee shall at any
time hereafter cease to be an employee of the Company or its subsidiaries for
any reason other than his death, retirement or permanent disability, any part of
the Option granted hereunder which has not been
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exercised by the date of such cessation shall immediately terminate on the date
of such cessation. In the event that Optionee's employment with the Company or
its subsidiary shall terminate by reason of his retirement or permanent
disability, the Option may be exercised, to the extent of the shares with
respect to which the Option could have been exercised by Optionee on the date of
such termination prior to the date of its expiration or three (3) months after
the date of such termination, whichever occurs first.
10. Death of Optionee. If Optionee dies prior to the termination of his
right to exercise the Option in accordance with the provisions hereof without
having totally exercised the Option, the Option may be exercised, to the extent
of the shares with respect to which the Option could have been exercised by
Optionee on the date of Optionee's death, by the Optionee's estate or by the
person who acquires the right to exercise the Option by bequest, inheritance, or
by reason of the death of the Optionee, provided the Option is exercised prior
to the date of its expiration or one (1) year from the date of the Optionee's
death, whichever occurs first.
11. Adjustments. The number of shares of Common Stock covered by this
Option and the option price may be adjusted to reflect, as deemed appropriate by
the Board in its discretion, any stock dividend, stock split, share combination,
exchange of shares, recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like of or by the Company. Decisions by the
Board as to what adjustments shall be made, and the extent thereof, shall be
final, binding and conclusive on Optionees.
12. No Other Rights or Obligations. Optionee shall have no rights by
reason of this Option as a shareholder with respect to any shares covered hereby
until the date of the issuance of one or more stock certificates to him for such
shares pursuant to the due exercise of the Option. The granting of this Option
does not confer on Optionee any continued right of employment or
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directorship with the Company or any additional rights other than as expressly
provided for herein. There is no obligation upon Optionee to exercise this
Option or any part thereof.
13. Subject to Plan. This option is subject to all of the terms and
conditions of the Company's 1987 Stock Option Plan (and as amended hereafter if
the Plan is amended hereafter). In the event of any conflict between such terms
and conditions and those set forth herein, the terms of the Plan shall govern
and be determinative.
14. Incentive Stock Option. This option is not intended to qualify as an
"incentive stock option" under the Internal Revenue Code of 1986, as amended,
and applicable regulations and rulings promulgated thereunder, and shall not be
so construed.
15. Amendment. The Board shall have the right, without the consent or
approval of the Optionee, to amend, modify, limit or terminate this Option or
any term or provision hereof. Any such action by the Board shall be final and
binding on Optionee.
16. Shareholder's Agreement. The exercise of this Option is expressly
conditioned upon the prior or contemporaneous execution by the Optionee and the
Company of a Shareholder's Agreement, as provided in the Plan. All rights of the
Optionee and his heirs, successors and assigns shall be determined by such
agreement and the Optionee and his heirs, successors and assigns shall be bound
thereby. The shares of Common Stock issued pursuant to the exercise hereof shall
not be deemed to be issued pursuant to a "fully vested stock option" and shall
be subject to the repurchase rights as provided in such agreement.
17. Defined Terms. Unless otherwise defined herein, the capitalized
terms used herein shall have the same meaning given to such terms in the Plan.
IN WITNESS WHEREOF, Dallas Semiconductor Corporation and Optionee have
executed this Non-Qualified Stock Option Agreement as of the date first above
written.
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Address for Notices: DALLAS SEMICONDUCTOR CORPORATION
0000 Xxxxxxxx Xxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
By:
-----------------------------
Title:
-----------------------------
----------------------------------- -----------------------------------
Optionee
-----------------------------------
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Form of Stock Option Agreement under the 1993 Officer and Director Stock Option
Plan for grants on July 9, 1993, and October 3, 1996, to executive officers and
certain key employees
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STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into
this ____ day of ____________,199__ (the "Date of Grant"), by and between DALLAS
SEMICONDUCTOR CORPORATION, a Delaware corporation (the "Company"), and
__________________, [an employee of the Company who has been determined by the
Compensation Committee of the Board of Directors of the Company to hold a
position functionally equivalent to a vice president of the Company (exclusive
of policy-making functions](1) ("Optionee").
WHEREAS, the Company's 1993 Officer and Director Stock Option Plan (the
"Plan") provides that certain officers of the Company may from time to time be
granted an option to purchase shares of the Company's Common Stock, par value
$.02 per share (the "Common Stock"), as therein provided, in furtherance of the
purposes of the Plan.
NOW, THEREFORE, in consideration of the covenants herein set forth, the
parties hereto have agreed and do hereby agree as follows:
1. GRANT OF OPTION. The Company hereby grants to Optionee, pursuant to
Section 7(a) of the Plan, the terms and provisions of which Plan are
incorporated herein by reference, an option (the "Option") to purchase all or
any part of _______ shares of the Common Stock of the Company on the terms and
conditions herein set forth.
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(1) Provision used in key employee options granted in 1996
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2. PURCHASE PRICE. The purchase price of each share of Common Stock
subject to this Option shall be $_______ per share. Full payment for shares
purchased upon exercise of this Option shall be made in cash or by check, or by
delivery of previously owned shares of Common Stock, or partly in cash or such
check and partly in such stock. The value of shares of Common Stock delivered in
connection with the payment of the option price shall be the fair market value
of such shares as determined by the Board of Directors of the Company (the
"Board") and such determinations shall be binding upon the Optionee. No shares
may be issued until full payment of the purchase price therefor has been made.
3. TERM OF OPTION. The term of the Option shall be for a period of ten
(10) years from the Date of Grant, subject to earlier termination or
cancellation as provided herein and in the Plan.
4. EXERCISE OF THE OPTION. Subject to the provisions of Paragraph 14
hereof, this Option shall be exercisable in installments (subject to the right
of accumulation described below) so that this Option shall be exercisable for
25% of the aggregate number of shares provided in Paragraph 1 hereof at the end
of first year of the term hereof and thereafter shall be exercisable for 6.25%
of such aggregate number of shares during each calendar quarter during the term
hereof (until it shall become fully vested at the end of sixteen (16) calendar
quarters from the Date of Grant); provided, however, that this Option, or any
unexercised portion hereof, shall become immediately exercisable in full upon
the occurrence of a Change of Control. To the extent an installment is not
exercised during the time stated, such installment shall accumulate and be
exercisable, in whole or in part, in any subsequent period during the term of
this Option. No fractional shares may be issued pursuant to the exercise of this
Option. Furthermore, the exercise
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of this Option shall be subject to the condition that if at any time the Company
shall determine in its sole discretion that the satisfaction of withholding tax
or other withholding liabilities, or that the listing, registration, or
qualification of any share otherwise deliverable upon such exercise upon any
national securities exchange or under any state or federal law, or that the
report to, or consent or approval of, any regulatory body, is necessary or
desirable as a condition of, or in connection with, such exercise or the
delivery or purchase of shares pursuant thereto, then in any such event, such
exercise shall not be effective unless such withholding, listing, registration,
qualification, report, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Company.
5. NOTICE OF ELECTION. Subject to the terms and conditions hereof,
Optionee may exercise this Option by delivering written notice to the Secretary
of the Company in person or by registered or certified mail, postage prepaid.
Such notice shall state the election to partially or totally exercise this
Option and the number of shares in respect of which it is being exercised, and
shall be signed by Optionee. Such notice shall be accompanied by payment as
provided for hereinbefore, in which event the Company shall deliver a
certificate or certificates, as may be requested by Optionee, representing such
shares as soon as practicable after the notice and payment shall be received.
The certificate or certificates for the shares as to which the Option shall have
been exercised shall be registered as designated in the notice. In the event the
Option shall be exercised, pursuant to Paragraph 10 hereof, by any person or
persons other than the Optionee, such notice shall be accompanied by proof
deemed appropriate by the Company of the right of such person or persons to
exercise the Option. All shares that shall be purchased upon the exercise of
this Option as provided herein shall be fully paid and non-assessable.
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6. TAX BENEFIT RIGHT. The Board may in its sole discretion at any time
prior to the exercise of this Option grant to Optionee a bonus in an amount in
cash not to exceed the then existing maximum statutory Federal income tax rate
(including any surtax or similar charge or assessment) for individual taxpayers
multiplied by the amount of income, if any, realized by Optionee for Federal
income tax purposes as a result of the exercise of this Option. Any such
payment, if granted, shall be made by the Company upon the due date for such
taxes in the form of a check payable to the Internal Revenue Service for the
account of Optionee, or in such other manner as the Board in its sole discretion
may determine. Any such payment shall otherwise be made upon such terms and
conditions as may from time to time be determined by the Board and such right
shall be subject to limitation (as to term, amount, or otherwise) and to
cancellation at any time by the Board in its sole discretion.
7. COMPANY LOAN. (a) Subject to the provisions of subparagraph (b)
below, upon request of Optionee made at least three (3) business days prior to
the intended exercise date, the Board may (on such exercise date) loan to
Optionee an amount equal to the excess of the aggregate option price of the
Common Stock which Optionee is then electing to purchase pursuant to the
exercise of this Option, or any part hereof, over the aggregate par value of
such Common Stock, less any other consideration delivered by Optionee upon such
exercise, provided that Optionee shall execute a promissory note for such
amount, payable to the order of the Company, in such form as is in accordance
with the provisions of the Plan and as is otherwise satisfactory to the Board.
(b) The Company shall have an obligation to make a loan to Optionee only
if the Board shall have determined in its sole discretion prior to the exercise
date that such loan should
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be made, but shall have no such obligation if the Board shall have thereafter
canceled or suspended the operation of the loan provisions of the Plan, or if
the loan and/or other loans to be made at such time would exceed any limit on
the maximum amount of loans that may be made under the Plan established from
time to time by the Board in its discretion.
(c) Such loan shall further be conditioned upon the delivery by Optionee
of such collateral as may be required by the Board and the execution by Optionee
of such stock powers or other instruments which the Board may deem necessary or
advisable in connection with such loan and creation of such security interest.
8. NON-TRANSFERABILITY. During the lifetime of Optionee, this Option
shall be exercisable only by Optionee. This Option shall not be assignable or
transferable by Optionee, voluntarily or by operation of law, other than by will
or by laws of descent and distribution. Neither this Option nor the shares
covered hereby shall be pledged or hypothecated in any way. Neither this Option
nor the shares covered hereby shall be subject to the execution, attachment, or
similar process except with the prior written consent of the Board.
9. TERMINATION OF EMPLOYMENT. In the event that Optionee shall at any
time hereafter cease to be an employee of the Company for any reason other than
his death or retirement, any part of the Option granted hereunder which has not
been exercised by the date of such cessation shall immediately terminate on the
date of such cessation. In the event that Optionee's employment by the Company
shall terminate by reason of his retirement or permanent disability, the Option
may be exercised, to the extent of the shares with respect to which the Option
could have been exercised by optionee on the date of such termination prior to
the date of its expiration or three (3) months after the date of such
termination, whichever occurs first.
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10. DEATH OF OPTIONEE. If the Optionee dies prior to the termination of
his right to exercise this Option in accordance with the provisions hereof
without having totally exercised the Option, the Option may be exercised, to the
extent of the shares with respect to which the Option could have been exercised
by Optionee on the date of Optionee's death, by the Optionee's Successor,
provided the Option is exercised prior to the date of its expiration or one (1)
year from the date of the Optionee's death, whichever occurs first.
11. ADJUSTMENTS. The number of shares of Common Stock covered by this
Option and the option price may be adjusted to reflect, as deemed appropriate by
the Board in its discretion, any stock dividend, stock split, share combination,
exchange of shares, recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like of or by the Company. Decisions by the
Board as to what adjustments shall be made, and the extent thereof, shall be
final, binding and conclusive on Optionee.
12. NO OTHER RIGHTS OR OBLIGATIONS. Optionee shall have no rights by
reason of this Option as a stockholder with respect to any shares covered
thereby until the date of the issuance of one or more stock certificates to him
for such shares pursuant to the due exercise of the Option. The granting of this
Option shall not confer on Optionee any continued right to employment or tenure
as an officer of the Company or any additional rights other than as expressly
provided for herein. There is no obligation upon Optionee to exercise this
Option or any part thereof.
13. SUBJECT TO PLAN. This Option is subject to all of the terms and
conditions of the Company's 1993 Officer & Director Stock Option Plan (and as
amended if the Plan is amended hereafter). In the event of any conflict between
such terms and conditions and those set forth herein, the terms of the Plan
shall govern and be determinative.
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14. STOCKHOLDER APPROVAL. This Option has been granted subject to the
approval of the Plan by stockholders of the Company. Notwithstanding the
provisions of Paragraph 4 hereof, this Option may not be exercised unless and
until the Plan has been duly approved by the stockholders of the Company.(2)
15. SHAREHOLDERS AGREEMENT. The shares of Common Stock issued to
Optionee upon the exercise of this Option shall be deemed to be issued pursuant
to a "fully vested stock option" under the terms of any Shareholder's Agreement
previously entered into between the Company and Optionee.
16. DEFINED TERMS. Unless otherwise defined herein, the capitalized
terms used herein shall have the same meaning given to such terms in the Plan.
IN WITNESS WHEREOF, Dallas Semiconductor Corporation and Optionee have
executed this Stock Option Agreement as of the date first above written.
Address for Notices: DALLAS SEMICONDUCTOR CORPORATION
0000 Xxxxx Xxxxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000 By:
-----------------------------
X. X. Xxxxxxx
Title:
-----------------------------
Chairman of the Board and
President
----------------------------------- -----------------------------------
Optionee
----------
(2) Stockholder approval of the 1993 Officer and Director Stock Option Plan was
obtained on April 26, 1994.
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-----------------------------------
25
26
Form of Stock Option Agreement used for grants under the 1993 Officer and
Director Stock Option Plan on October 5, 1998 to employees who were both
officers and directors
26
27
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into
this 5th day of October, 1998 (the "Date of Grant"), by and between DALLAS
SEMICONDUCTOR CORPORATION, a Delaware corporation (the "Company"), and X. X.
Xxxxxxx, an officer and director of the Company ("Optionee").
WHEREAS, the Company's 1993 Officer and Director Stock Option Plan (the
"Plan") provides that certain officers of the Company may from time to time be
granted an option to purchase shares of the Company's Common Stock, par value
S.02 per share (the "Common Stock"), as therein provided, in furtherance of the
purposes of the Plan.
NOW, THEREFORE, in consideration of the covenants herein set forth, the
parties hereto have agreed and do hereby agree as follows:
1. GRANT OF OPTION. The Company hereby grants to Optionee, pursuant to
Section 7(a) of the Plan, an option (the "Option") to purchase all or any part
of 270,000 shares of the Common Stock of the Company on the terms and conditions
herein set forth.
2. PURCHASE PRICE. The purchase price of each share of Common Stock
subject to this Option shall be $23.75 per share. Full payment for shares
purchased upon exercise of this Option shall be made in cash or by check, or by
delivery of previously owned shares of Common Stock, or partly in cash or such c
heck and partly in such stock. The value of shares of Common Stock delivered in
connection with the payment of the option price shall be the fair market value
of such shares as determined by the Board of Directors of the Company (the
"Board") and such determinations shall be binding upon the Optionee. No shares
may be issued until full payment of the purchase price therefor has been made.
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3. TERM OF OPTION. The term of the Option shall be for a period of ten
(10) years from the Date of Grant, subject to earlier termination or
cancellation as provided herein and in the Plan.
4. EXERCISE OF THE OPTION. This Option shall be exercisable in
installments (subject to the right of accumulation described below) so that this
Option shall be exercisable for 25% of the aggregate number of shares provided
in Paragraph 1 hereof at the end of first year of the term hereof and thereafter
shall be exercisable for 6.25% of such aggregate number of shares during each
calendar quarter during the term hereof (until it shall become fully vested at
the end of sixteen (16) calendar quarters from the Date of Grant); provided,
however, that this Option, or any unexercised portion hereof, shall become
immediately exercisable in full upon the occurrence of a Change of Control. To
the extent an installment is not exercised during the time stated, such
installment shall accumulate and be exercisable, in whole or in part, in any
subsequent period during the term of this Option. No fractional shares may be
issued pursuant to the exercise of this Option. Furthermore, the exercise of
this Option shall be subject to the condition that if at any time the Company
shall determine in its sole discretion that the satisfaction of withholding tax
or other withholding liabilities, or that the listing, registration, or
qualification of any share otherwise deliverable upon such exercise upon any
national securities exchange or under any state or federal law, or that the
report to, or consent or approval of, any regulatory body, is necessary or
desirable as a condition of, or in connection with, such exercise or the
delivery or purchase of shares pursuant thereto, then in any such event, such
exercise shall not be effective unless such withholding, listing, registration,
qualification, report, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Company.
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5. NOTICE OF ELECTION. Subject to the terms and conditions hereof,
Optionee may exercise this Option by delivering written notice to the Secretary
of the Company in person or by registered or certified mail, postage prepaid.
Such notice shall state the election to partially or totally exercise this
Option and the number of shares in respect of which it is being exercised, and
shall be signed by Optionee. Such notice shall be accompanied by payment as
provided for hereinbefore, in which event the Company shall deliver a
certificate or certificates, as may be requested by Optionee, representing such
shares as soon as practicable after the notice and payment shall be received.
The certificate or certificates for the shares as to which the Option shall have
been exercised shall be registered as designated in the notice. In the event the
Option shall be exercised, pursuant to Paragraph 9 hereof, by any person or
persons other than the Optionee, such notice shall be accompanied by proof
deemed appropriate by the Company of the right of such person or persons to
exercise the Option. All shares that shall be purchased upon the exercise of
this Option as provided herein shall be fully paid and non-assessable.
6. TAX BENEFIT RIGHT. The Board may in its sole discretion at any time
prior to the exercise of this Option grant to Optionee a bonus in an amount in
cash not to exceed the then existing maximum statutory Federal income tax rate
(including any surtax or similar charge or assessment) for individual taxpayers
multiplied by the amount of income, if any, realized by Optionee for Federal
income tax purposes as a result of the exercise of this Option. Any such
payment, if granted, shall be made by the Company upon the due date for such
taxes in the form of a check payable to the Internal Revenue Service for the
account of Optionee, or in such other manner as the Board in its sole discretion
may determine. Any such payment shall otherwise be made upon such terms and
conditions as may from time to time be determined by the Board and
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30
such right shall be subject to limitation (as to term, amount, or otherwise) and
to cancellation at any time by the Board in its sole discretion.
7. COMPANY LOAN. (a) Subject to the provisions of subparagraph (b)
below, upon request of Optionee made at least three (3) business days prior to
the intended exercise date, the Board may (on such exercise date) loan to
Optionee an amount equal to the excess of the aggregate option price of the
Common Stock which Optionee is then electing to purchase pursuant to the
exercise of this Option, or any part hereof, over the aggregate par value of
such Common Stock, less any other consideration delivered by Optionee upon such
exercise, provided that Optionee shall execute a promissory note for such
amount, payable to the order of the Company, in such form as is in accordance
with the provisions of the Plan and as is otherwise satisfactory to the Board.
(b) The Company shall have an obligation to make a loan to Optionee only
if the Board shall have determined in its sole discretion prior to the exercise
date that such loan should be made, but shall have no such obligation if the
Board shall have thereafter canceled or suspended the operation of the loan
provisions of the Plan, or if the loan and/or other loans to be made at such
time would exceed any limit on the maximum amount of loans that may be made
under the Plan established from time to time by the Board in its discretion.
(c) Such loan shall further be conditioned upon the delivery by Optionee
of such collateral as may be required by the Board and the execution by Optionee
of such stock powers or other instruments which the Board may deem necessary or
advisable in connection with such loan and creation of such security interest.
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31
8. TRANSFERABILITY. Other than by will or by laws of descent and
distribution, this Option shall be assignable or transferable by Optionee, only
if and under terms and conditions approved by the Board in its sole discretion.
Neither this Option nor the shares covered hereby shall be pledged or
hypothecated in any way. Neither this Option nor the shares covered hereby shall
be subject to the execution, attachment, or similar process except with the
prior written consent of the Board.
9. TERMINATION OF EMPLOYMENT OR DIRECTORSHIP.
(a) In the event that Optionee shall at any time hereafter cease to be
an employee of the Company for any reason other than his death, retirement or
permanent disability, any part of the Option granted hereunder which has not
been exercised by the date of such cessation shall immediately terminate on the
date of such cessation. In the event that Optionee's employment by the Company
shall terminate by reason of his retirement or permanent disability, the Option
may be exercised, to the extent of the shares with respect to which the Option
could have been exercised by Optionee on the date of such termination, prior to
the date of its expiration or three (3) months after the date of such
termination, whichever occurs first. If the Optionee ceases to be an employee of
the Company by reason of his death prior to the termination of his right to
exercise this Option in accordance with the provisions hereof without having
totally exercised the Option, the Option may be exercised, to the extent of the
shares with respect to which the Option could have been exercised by Optionee on
the date of Optionee's death, by the Optionee's Successor, provided the Option
is exercised prior to the date of its expiration or one (1) year from the date
of the Optionee's death, whichever occurs first.
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(b) Notwithstanding the provisions of Paragraph 9(a) above, in the event
that Optionee shall at any time hereafter cease to be a director of the Company
(whether or not remaining an employee of the Company) for any reason, including,
but not limited to, his retirement, permanent disability or death, any part of
the Option granted hereunder which has not been exercised by the date of such
cessation shall, on the date of such cessation, become immediately exercisable
and may be exercised by Optionee, or by the Optionee's Successor, provided the
Option is exercised prior to the date of its expiration.
10. ADJUSTMENTS. The number of shares of Common Stock covered by this
Option and the option price may be adjusted to reflect, as deemed appropriate by
the Board in its discretion, any stock dividend, stock split, share combination,
exchange of shares, recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like of or by the Company. Decisions by the
Board as to what adjustments shall be made, and the extent thereof, shall be
final, binding and conclusive on Optionee.
11. NO OTHER RIGHTS OR OBLIGATIONS. Optionee shall have no rights by
reason of this Option as a stockholder with respect to any shares covered
thereby until the date of the issuance of one or more stock certificates to him
for such shares pursuant to the due exercise of the Option. The granting of this
Option shall not confer on Optionee any continued right to employment or tenure
as an officer of the Company or any additional rights other than as expressly
provided for herein. There is no obligation upon Optionee to exercise this
Option or any part thereof.
12. SUBJECT TO PLAN. In the event of any conflict between the terms and
conditions of the Plan and those set forth herein, the terms of this Option
shall govern and be determinative.
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33
13. SHAREHOLDERS AGREEMENT. The shares of Common Stock issued to
Optionee upon the exercise of this Option shall be deemed to be issued pursuant
to a "fully vested stock option" under the terms of any Shareholder's Agreement
previously entered into between the Company and Optionee.
14. DEFINED TERMS. Unless otherwise defined herein, the capitalized
terms used herein shall have the same meaning given to such terms in the Plan.
IN WITNESS WHEREOF, Dallas Semiconductor Corporation and Optionee have
executed this Stock Option Agreement as of the date first above written.
Address for Notices: DALLAS SEMICONDUCTOR CORPORATION
0000 Xxxxx Xxxxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000 By:
-----------------------------
Xxxx X. Xxxx
Title:
-----------------------------
Vice President -- Finance
----------------------------------- -----------------------------------
X. X. Xxxxxxx, Optionee
-----------------------------------
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34
Form of Stock Option Agreement used in 1998 and in 1999 (except as to exercise
price) for grants under the 1993 Stock Officer and Director Stock Option Plan to
non-director officers and employees
34
35
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into
this 5th day of October, 1998 (the "Date of Grant"), by and between DALLAS
SEMICONDUCTOR CORPORATION, a Delaware corporation (the "Company"), and Xxxxxxx
X. Xxxxx ("Optionee").
WHEREAS, the Company's 1993 Officer and Director Stock Option Plan (the
"Plan") provides that certain officers of the Company may from time to time be
granted an option to purchase shares of the Company's Common Stock, par value
$.02 per share (the "Common Stock"), as therein provided, in furtherance of the
purposes of the Plan.
NOW, THEREFORE, in consideration of the covenants herein set forth, the
parties hereto have agreed and do hereby agree as follows:
1. GRANT OF OPTION. The Company hereby grants to Optionee, pursuant to
Section 7(a) of the Plan, the terms and provisions of which Plan are
incorporated herein by reference, an option (the "Option") to purchase all or
any part of 36,000 shares of the Common Stock of the Company on the terms and
conditions herein set forth.
2. PURCHASE PRICE. The purchase price of each share of Common Stock
subject to this Option shall be $23.75 per share. Full payment for shares
purchased upon exercise of this Option shall be made in cash or by check, or by
delivery of previously owned shares of Common Stock, or partly in cash or such
check and partly in such stock. The value of shares of Common Stock delivered in
connection with the payment of the option price shall be the fair market value
of such shares as determined by the Board of Directors of the Company (the
"Board") and such
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36
determinations shall be binding upon the Optionee. No shares may be issued until
full payment of the purchase price therefor has been made.
3. TERM OF OPTION. The term of the Option shall be for a period of ten
(10) years from the Date of Grant, subject to earlier termination or
cancellation as provided herein and in the Plan.
4. EXERCISE OF THE OPTION. This Option shall be exercisable in
installments (subject to the right of accumulation described below) so that this
Option shall be exercisable for 25% of the aggregate number of shares provided
in Paragraph 1 hereof at the end of first year of the term hereof and thereafter
shall be exercisable for 6.25% of such aggregate number of shares during each
calendar quarter during the term hereof (until it shall become fully vested at
the end of sixteen (16) calendar quarters from the Date of Grant); provided,
however, that this Option, or any unexercised portion hereof, shall become
immediately exercisable in full upon the occurrence of a Change of Control. To
the extent an installment is not exercised during the time stated, such
installment shall accumulate and be exercisable, in whole or in part, in any
subsequent period during the term of this Option. No fractional shares may be
issued pursuant to the exercise of this Option. Furthermore, the exercise of
this Option shall be subject to the condition that if at any time the Company
shall determine in its sole discretion that the satisfaction of withholding tax
or other withholding liabilities, or that the listing, registration, or
qualification of any share otherwise deliverable upon such exercise upon any
national securities exchange or under any state or federal law, or that the
report to, or consent or approval of, any regulatory body, is necessary or
desirable as a condition of, or in connection with, such exercise or the
delivery or purchase of shares pursuant thereto, then in any such event, such
exercise shall not be effective unless such
36
37
withholding, listing, registration, qualification, report, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Company.
5. NOTICE OF ELECTION. Subject to the terms and conditions hereof,
Optionee may exercise this Option by delivering written notice to the Secretary
of the Company in person or by registered or certified mail, postage prepaid.
Such notice shall state the election to partially or totally exercise this
Option and the number of shares in respect of which it is being exercised, and
shall be signed by Optionee. Such notice shall be accompanied by payment as
provided for hereinbefore, in which event the Company shall deliver a
certificate or certificates, as may be requested by Optionee, representing such
shares as soon as practicable after the notice and payment shall be received.
The certificate or certificates for the shares as to which the Option shall have
been exercised shall be registered as designated in the notice. In the event the
Option shall be exercised, pursuant to Paragraph 10 hereof, by any person or
persons other than the Optionee, such notice shall be accompanied by proof
deemed appropriate by the Company of the right of such person or persons to
exercise the Option. All shares that shall be purchased upon the exercise of
this Option as provided herein shall be fully paid and non-assessable.
6. TAX BENEFIT RIGHT. The Board may in its sole discretion at any time
prior to the exercise of this Option grant to Optionee a bonus in an amount in
cash not to exceed the then existing maximum statutory Federal income tax rate
(including any surtax or similar charge or assessment) for individual taxpayers
multiplied by the amount of income, if any, realized by Optionee for Federal
income tax purposes as a result of the exercise of this Option. Any such
payment, if granted, shall be made by the Company upon the due date for such
taxes in the form of a check payable to the Internal Revenue Service for the
account of Optionee, or in such other
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38
manner as the Board in its sole discretion may determine. Any such payment shall
otherwise be made upon such terms and conditions as may from time to time be
determined by the Board and such right shall be subject to limitation (as to
term, amount, or otherwise) and to cancellation at any time by the Board in its
sole discretion.
7. COMPANY LOAN. (a) Subject to the provisions of subparagraph (b)
below, upon request of Optionee made at least three (3) business days prior to
the intended exercise date, the Board may (on such exercise date) loan to
Optionee an amount equal to the excess of the aggregate option price of the
Common Stock which Optionee is then electing to purchase pursuant to the
exercise of this Option, or any part hereof, over the aggregate par value of
such Common Stock, less any other consideration delivered by Optionee upon such
exercise, provided that Optionee shall execute a promissory note for such
amount, payable to the order of the Company, in such form as is in accordance
with the provisions of the Plan and as is otherwise satisfactory to the Board.
(b) The Company shall have an obligation to make a loan to Optionee only
if the Board shall have determined in its sole discretion prior to the exercise
date that such loan should be made, but shall have no such obligation if the
Board shall have thereafter canceled or suspended the operation of the loan
provisions of the Plan, or if the loan and/or other loans to be made at such
time would exceed any limit on the maximum amount of loans that may be made
under the Plan established from time to time by the Board in its discretion.
(c) Such loan shall further be conditioned upon the delivery by Optionee
of such collateral as may be required by the Board and the execution by Optionee
of such stock powers or other instruments which the Board may deem necessary or
advisable in connection with such loan and creation of such security interest.
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39
8. NON-TRANSFERABILILTY. During the lifetime of Optionee, this Option
shall be exercisable only by Optionee. This Option shall not be assignable or
transferable by Optionee, voluntarily or by operation of law, other than by will
or by laws of descent and distribution. Neither this Option nor the shares
covered hereby shall be pledged or hypothecated in any way. Neither this Option
nor the shares covered hereby shall be subject to the execution, attachment, or
similar process except with the prior written consent of the Board.
9. TERMINATION OF EMPLOYMENT. In the event that Optionee shall at any
time hereafter cease to be an employee of the Company for any reason other than
his death or retirement, any part of the Option granted hereunder which has not
been exercised by the date of such cessation shall immediately terminate on the
date of such cessation. In the event that Optionee's employment by the Company
shall terminate by reason of his retirement or permanent disability, the Option
may be exercised, to the extent of the shares with respect to which the Option
could have been exercised by optionee on the date of such termination prior to
the date of its expiration or three (3) months after the date of such
termination, whichever occurs first.
10. DEATH OF OPTIONEE. If the Optionee dies prior to the termination of
his right to exercise this Option in accordance with the provisions hereof
without having totally exercised the Option, the Option may be exercised, to the
extent of the shares with respect to which the Option could have been exercised
by Optionee on the date of Optionee's death, by the Optionee's Successor,
provided the Option is exercised prior to the date of its expiration or one (1)
year from the date of the Optionee's death, whichever occurs first.
11. ADJUSTMENTS. The number of shares of Common Stock covered by this
Option and the option price may be adjusted to reflect, as deemed appropriate by
the Board in its
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40
discretion, any stock dividend, stock split, share combination, exchange of
shares, recapitalization, merger, consolidation, separation, reorganization,
liquidation or the like of or by the Company. Decisions by the Board as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive on Optionee.
12. NO OTHER RIGHTS OR OBLIGATIONS. Optionee shall have no rights by
reason of this Option as a stockholder with respect to any shares covered
thereby until the date of the issuance of one or more stock certificates to him
for such shares pursuant to the due exercise of the Option. The granting of this
Option shall not confer oil Optionee any continued right to employment or tenure
as an officer of the Company or any additional rights other than as expressly
provided for herein. There is no obligation upon Optionee to exercise this
Option or any part thereof.
13. SUBJECT TO PLAN. This Option is subject to all of the terms and
conditions of the Company's 1993 Officer & Director Stock Option Plan (and as
amended if the Plan is amended hereafter). In the event of any conflict between
such terms and conditions and those set forth herein, the terms of the Plan
shall govern and be determinative.
14. SHAREHOLDERS AGREEMENT. The shares of Common Stock issued to
Optionee upon the exercise of this Option shall be deemed to be issued pursuant
to a "fully vested stock option" under the terms of any Shareholder's Agreement
previously entered into between the Company and Optionee.
15. DEFINED TERMS. Unless otherwise defined herein, the capitalized
terms used herein shall have the same meaning given to such terms in the Plan.
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41
IN WITNESS WHEREOF, Dallas Semiconductor Corporation and Optionee have
executed this Stock Option Agreement as of the date first above written.
Address for Notices: DALLAS SEMICONDUCTOR CORPORATION
0000 Xxxxx Xxxxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000 By:
-----------------------------
X. X. Xxxxxxx
Title:
-----------------------------
Chairman of the Board,
President and Chief
Executive Officer
----------------------------------- -----------------------------------
Xxxxxxx X. Xxxxx, Optionee
-----------------------------------
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42
Form of Stock Option Agreement used in 1998 in connection with "repricing" of
options under the 1987 Stock Option Plan to non-director employees
42
43
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made and
entered into this 5th day of October, 1998 (the "Date of Grant"), by and between
DALLAS SEMICONDUCTOR CORPORATION, a Delaware corporation (the "Company"), and
____________________________, an employee of the Company ("Optionee").
WHEREAS, the Company desires, by affording Optionee an opportunity to
purchase shares of its Common Stock, par value $.02 per share (the "Common
Stock"), as hereinafter provided, to carry out the purposes of the Dallas
Semiconductor Corporation 1987 Stock Option Plan (the "Plan");
NOW, THEREFORE, in consideration of the covenants herein set forth, the
parties hereto have agreed and do hereby agree as follows:
1. Grant of Option. The Company hereby grants to Optionee, pursuant to
the Plan, the terms and provisions of which are incorporated herein by
reference, of an option (the "Option") to purchase all or any part of _______
shares of the Common Stock of the Company on the terms and conditions herein set
forth.
2. Purchase Price. The purchase price of each share of Common Stock
subject to this Option shall be $23.75 per share. Full payment for shares
purchased upon exercise of this Option shall be made in cash or by check, or by
delivery of previously owned shares of Common Stock, or partly in cash or such
check and partly in such stock. The value of shares of Common Stock delivered in
connection with the payment of the option price shall not be less than 100% of
the fair market value of such shares as determined by the Board of Directors of
the Company (the
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"Board") and such determinations shall be binding upon the Optionee. No shares
may be issued until full payment of the purchase price therefor has been made.
3. Term of Option. The term of the Option shall be for a period equal to
the unexpired term of the Prior Option (as defined in Paragraph 15 hereof) but
in no event greater than ten (10) years from the Date of Grant, subject to
earlier termination or cancellation as provided herein and in the Plan.
4. Exercise of the Option. Subject to the provisions of Paragraph 14 of
this Agreement and the Shareholder's Agreement referenced therein, this Option
shall be exercisable, after the expiration of one (1) year from the Date of
Grant, in installments (subject to the right of accumulation described below) so
that this Option shall be exercisable for 5.0% of the aggregate number of shares
provided in Paragraph I hereof during each calendar quarter during the term
hereof commencing on the last day of the first completed calendar quarter
following the Date of Grant until the end of twenty (20) calendar quarters.
[NOTE: CHANGE TO 6.25% AND 16 CALENDAR QUARTERS FOR GRANTS THAT VEST IN FOUR
YEARS.] To the extent an installment is not exercised during the time stated,
such installment shall accumulate and be exercisable, in whole or in part, in
any subsequent period during the term of this Option. No fractional shares may
be issued pursuant to the exercise of this Option. Furthermore, the exercise of
this Option shall be subject to the condition that if at any time the Company
shall determine, in its sole discretion, that the satisfaction of withholding
tax or other withholding liabilities, or that the listing, registration, or
qualification of any share otherwise deliverable upon such exercise upon any
national securities exchange or under any state or federal law, or that the
report to, or consent or approval of, any regulatory body, is necessary or
desirable as a condition of, or in
44
45
connection with, such exercise or the delivery or purchase of shares pursuant
hereto, then in any such event, such exercise shall not be effective unless such
withholding, listing, registration, qualification, report, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Company.
5. Notice of Election. Subject to the terms and conditions hereof,
Optionee may exercise this Option by delivering written notice to the Secretary
of the Company, in person or by registered or certified mail, postage prepaid.
Such notice shall state the election to partially or totally exercise this
Option and the number of shares in respect of which it is being exercised, and
shall be signed by Optionee. Such notice shall be accompanied by payment as
provided for hereinbefore, in which event, the Company shall deliver a
certificate or certificates, as may be requested by Optionee, representing such
shares as soon as practicable after the notice and payment shall be received.
The certificate or certificates for the shares as to which the Option shall have
been exercised shall be registered as designated in the notice. In the event the
Option shall be exercised, pursuant to Paragraph 8 hereof, by any person or
persons other than the Optionee, such notice shall be accompanied by proof
deemed appropriate by the Company of the right of such person or persons to
exercise the Option. All shares that shall be purchased upon the exercise of
this Option as provided herein shall be fully paid and non-assessable.
6. Non-Transferability. During the lifetime of Optionee, this Option
shall be exercisable only by Optionee. This Option shall not be assignable or
transferable by Optionee, voluntarily or by operation of law, other than by will
or by laws of descent and distribution. Neither this Option nor the shares
covered hereby shall be pledged or hypothecated in any way. Neither this Option
nor the shares covered hereby shall be subject to execution, attachment, or
similar process except with the prior written consent of the Board.
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46
7. Termination of Employment. In the event that Optionee shall at any
time hereafter cease to be an employee of the Company for any reason other than
his death, retirement or permanent disability, any part of the Option granted
hereunder which has not been exercised by the date of such cessation shall
immediately terminate on the date of such cessation. In the event that
Optionee's employment with the Company shall terminate by reason of his
retirement or permanent disability, the Option may be exercised, to the extent
of the shares with respect to which the Option could have been exercised by
Optionee on the date of such termination prior to the date of its expiration or
three (3) months after the date of such termination, whichever occurs first.
8. Death of Optionee. If Optionee dies prior to the termination of his
right to exercise this Option in accordance with the provisions hereof without
having totally exercised the Option, the Option may be exercised, to the extent
of the shares with respect to which the Option could have been exercised by
Optionee on the date of Optionee's death, by the Optionee's estate or by the
person who acquires the right to exercise the Option by bequest, inheritance, or
by reason of the death of the Optionee, provided the Option is exercised prior
to the date of its expiration or one (1) year from the date of the Optionee's
death, whichever occurs first.
19. Adjustment. The number of shares of Common Stock covered by this
Option and the option price may be adjusted to reflect, as deemed appropriate by
the Board in its discretion, any stock dividend, stock split, share combination,
exchange of shares, recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like of or by the Company. Decisions by the
Board as to what adjustments shall be made, and the extent thereof, shall be
final, binding and conclusive on Optionee.
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10. No Other Rights or Obligations. Optionee shall have no rights by
reason of this Option as a stockholder with respect to any shares covered hereby
until the date of the issuance of one or more stock certificates to him for such
shares pursuant to the due exercise of the Option. The granting of this Option
shall not confer on Optionee any continued right of employment with or service
to the Company or any additional rights other than as expressly provided for
herein. There is no obligation upon Optionee to exercise this Option or any part
thereof.
11. Subject to Plan. This Option is subject to all of the terms and
conditions of the Company's 1987 Stock Option Plan, as amended (and as amended
hereafter if the Plan is amended hereafter). In the event of any conflict
between such terms and conditions and those set forth herein, the terms of the
Plan shall govern and be determinative. Unless otherwise defined herein, each
capitalized term used herein shall have the same meaning given such term in the
Plan.
12. Incentive Stock Option. This Option is not intended to qualify as an
"incentive stock option" under the Internal Revenue Code of 1986, as amended,
and applicable regulations and rulings promulgated thereunder, and shall not be
so construed.
13. Amendment. The Board shall have the right, without the consent or
approval of the Optionee, to amend, modify, limit or terminate this Option or
any term or provision hereof. Any such action by the Board shall be final and
binding on Optionee. Neither this Option nor any term or provision hereof may be
amended, supplemented, waived or modified orally, but only by an instrument in
writing signed by a duly authorized officer of the Company.
14. Shareholder's Agreement. The exercise of this Option is expressly
conditioned upon the prior or contemporaneous execution by the Optionee and the
Company of a Shareholder's Agreement as provided in the Plan. All rights of the
Optionee and his heirs, successors and assigns, shall be determined by such
agreement and the Optionee and his heirs,
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successors and assigns shall be bound thereby. The shares of Common Stock issued
pursuant to the exercise hereof shall not be deemed to be issued pursuant to a
"fully vested stock option" and shall be subject to the repurchase rights as
provided in such agreement.
15. Cancellation of Prior Option. The grant of this Option is expressly
conditioned upon, and Optionee by his signature hereto, acknowledges, the
cancellation of that certain option (the "Prior Option") granted to Optionee on
_____________, 199__, covering ________ shares of Common Stock of the Company
with an exercise price of $________ per share. Optionee agrees to deliver to the
Company the original document evidencing the Prior Option, but the cancellation
of the Prior Option shall be effective regardless of whether or not such
delivery is made by Optionee.
IN WITNESS WBEREOF, Dallas Semiconductor Corporation and Optionee have
executed this Non-Qualified Stock Option Agreement as of the date first above
written.
Address for Notices: DALLAS SEMICONDUCTOR CORPORATION
0000 Xxxxx Xxxxxxxx Xxxxxxx By:
Xxxxxx, Xxxxx 00000 -----------------------------
Title:
-----------------------------
----------------------------------- -----------------------------------
Optionee
-----------------------------------
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49
Form of Stock Option Agreement used in 1998 in connection with "repricing" of
options under the 1987 Stock Option Plan to non-employee directors
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NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made and
entered into this 5th day of October, 1998 (the "Date of Grant") (October 4
being a non-business day), by and between DALLAS SEMICONDUCTOR CORPORATION, a
Delaware corporation (the "Company"), and Xxxxxxx X. Xxxx, a director of the
Company ("Optionee").
WHEREAS, the Company's 1987 Stock Option Plan, as amended (the "Plan")
provides for the automatic annual grant of options to purchase shares of the
Company's Common Stock, par value $.02 per share (the "Common Stock") to certain
of the Company's non-employee directors, as hereinafter provided, in furtherance
of the purposes of the Plan;
NOW, THEREFORE, in consideration of the covenants herein set forth, the
parties hereto have agreed and do hereby agree as follows:
1. Grant of Option. Subject to the provisions of Paragraph 16 hereof,
the Company hereby confirms the automatic grant to Optionee, pursuant to Section
7(b) of the Plan, of an option (the "Option") to purchase all or any part of
10,000 shares of the Common Stock of the Company on the terms and conditions
herein set forth.
2. Purchase Price. The purchase price of each share of Common Stock
subject to this Option shall be $23.75 per share. Full payment for shares
purchased upon exercise of this Option shall be made in cash or by check, or by
delivery of previously owned shares of Common Stock, or partly in cash or such
check and partly in such stock. The value of shares of Common Stock delivered in
connection with the payment of the option price shall be the fair market value
of such shares as determined by the Board of Directors of the Company (the
"Board") and such
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determinations shall be binding upon the Optionee. No shares may be issued until
full payment of the purchase price therefor has been made.
3. Term of Option. The term of the Option shall be for a period equal to
the unexpired term of the Prior Option (as defined in Paragraph 16 hereof but in
no event greater than ten (10) years from the Date of Grant, subject to earlier
termination or cancellation as provided herein.
4. Exercise of the Option. This Option shall be exercisable, after the
expiration of one (1) year from the Date of Grant, in installments (subject to
the right of accumulation described below) so that this Option shall be
exercisable for 6.25% of the aggregate number of shares provided in Paragraph 1
hereof during each calendar quarter during the term hereof, commencing on the
last day of the first completed calendar quarter following the Date of Grant
(until it shall become fully vested at the end of sixteen (16) calendar
quarters). To the extent an installment is not exercised during the time stated,
such installment shall accumulate and be exercisable, in whole or in part, in
any subsequent period during the term of this Option. No fractional shares may
be issued pursuant to the exercise of this Option. Furthermore, the exercise of
this Option shall be subject to the condition that if at any time the Company
shall determine, in its sole discretion, that the satisfaction of withholding
tax or other withholding liabilities, or that the listing, registration, or
qualification of any share otherwise deliverable upon such exercise upon any
national securities exchange or under any state or federal law, or that the
report to, or consent or approval of, any regulatory body, is necessary or
desirable as a condition of, or in connection with, such exercise or the
delivery or purchase of shares pursuant hereto, then in any such event, such
exercise shall not be effective unless such withholding, listing, registration,
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qualification, report, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Company.
5. Notice of Election. Subject to the terms and conditions hereof,
Optionee may exercise this Option by delivering written notice to the Secretary
of the Company, in person or by registered or certified mail, postage prepaid.
Such notice shall state the election to partially or totally exercise this
Option and the number of shares in respect of which it is being exercised, and
shall be signed by Optionee. Such notice shall be accompanied by payment as
provided for hereinbefore, in which event, the Company shall deliver a
certificate or certificates, as may be requested by Optionee, representing such
shares as soon as practicable after the notice and payment shall be received.
The certificate or certificates for the shares as to which the Option shall have
been exercised shall be registered as designated in the notice. In the event the
Option shall be exercised, pursuant to Paragraph 9 hereof, by any person or
persons other than the Optionee, such notice shall be accompanied by proof
deemed appropriate by the Company of the right of such person or persons to
exercise the Option. All shares that shall be purchased upon the exercise of
this Option as provided herein shall be fully paid and non-assessable.
6. Tax Benefit Right. The Compensation Committee (the "Committee") of
the Board may, in its sole discretion, at any time prior to the exercise of this
Option, grant to Optionee a bonus in an amount in cash not to exceed the then
existing maximum statutory Federal income tax rate (including any surtax or
similar charge or assessment) for individual taxpayers multiplied by the amount
of ordinary income, if any, realized by Optionee for Federal income tax purposes
as a result of the exercise of this Option. Any such payment, if granted, shall
be made by the Company upon the due date for such taxes in the form of a check
payable to the Internal Revenue Service for the account of Optionee, or in such
other manner as the Committee in its sole discretion may
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determine. Any such payment shall otherwise be made upon such terms and
conditions as may from time to time be determined by the Committee and such
right shall be subject to limitation (as to term, amount, or otherwise) and to
cancellation at any time by the Committee, in its sole discretion.
7. Company Loan. (a) Subject to the provisions of subparagraph (b)
below, upon request of Optionee made at least three (3) business days prior to
the intended exercise date, the Company may (on such exercise date) loan to
Optionee an amount equal to the excess of the aggregate option price of the
Common Stock which Optionee is then electing to purchase pursuant to the
exercise of this Option, or any part hereof, over the aggregate par value of
such Common Stock, less any other consideration delivered by Optionee upon such
exercise, provided that Optionee shall execute a promissory note for such
amount, payable to the order of the Company, in such form as is in accordance
with the provisions of the Plan and as is otherwise satisfactory to the
Committee.
(b) The Company shall have an obligation to make a loan to Optionee only
if the Committee shall have determined, in its sole discretion prior to the
exercise date, that such loan should be made, but shall have no such obligation
if the Committee shall have thereafter canceled or suspended the operation of
the loan provisions of the Plan, or if the loan and/or other loans to be made at
such time would exceed any limit on the maximum amount of loans that may be made
under the Plan established from time to time by the Committee in its discretion.
(c) Such loan shall further be conditioned upon the delivery by Optionee
of such collateral as may be required by the Committee and the execution by
Optionee of such stock powers or other instruments which the Committee may deem
necessary or advisable in connection with such loan and creation of such
security interest.
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8. Transferability. Other than by will or by laws of descent and
distribution, this Option shall be assignable or transferable by Optionee, only
if and under terms and conditions approved by the Board in its sole discretion.
Neither this Option nor the shares covered hereby shall be pledged or
hypothecated in any way. Neither this Option nor the shares covered hereby shall
be subject to execution, attachment, or similar process except with the prior
written consent of the Board.
9. Termination of Directorship. In the event that Optionee shall at any
time hereafter cease to be a director of the Company for any reason, including,
but not limited to, his retirement, permanent disability or death, any part of
the Option granted hereunder which has not been exercised by the date of such
cessation shall, on the date of such cessation, become immediately exercisable
and may be exercised by Optionee, or by the Optionee's estate or by the person
who acquires the right to exercise the Option by bequest, inheritance, or by
reason of the death of the Optionee, provided the Option is exercised prior to
the date of its expiration.
10. Adjustments. The number of shares of Common Stock covered by this
Option and the option price may be adjusted to reflect, as deemed appropriate by
the Board in its discretion, any stock dividend, stock split, share combination,
exchange of shares, recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like of or by the Company. Decisions by the
Board as to what adjustments shall be made, and the extent thereof, shall be
final, binding and conclusive on Optionee.
11. No Other Rights or Obligations. Optionee shall have no rights by
reason of this Option as a stockholder with respect to any shares covered hereby
until the date of the issuance of one or more stock certificates to him for such
shares pursuant to the due exercise of the Option. The granting of this Option
shall not confer on Optionee any continued right of service or tenure
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as a director of the Company or any additional rights other than as expressly
provided for herein. There is no obligation upon Optionee to exercise this
Option or any part thereof.
12. Option to Control. In the event of any conflict between the terms
and conditions of the Plan and those set forth herein, the terms of this Option
shall govern and be determinative.
13. Incentive Stock Option. This Option is not intended to qualify as an
"incentive stock option" under the Internal Revenue Code of 1986, as amended,
and applicable regulations and rulings promulgated thereunder, and shall not be
so construed.
14. Amendment. The Board shall have the right, without the consent or
approval of the Optionee, to amend, modify, limit or terminate this Option or
any term or provision hereof Any such action by the Board shall be final and
binding on Optionee.
15. Defined Terms. Unless otherwise defined herein, the capitalized
terms used herein shall have the same meaning given to such terms in the Plan.
16. Cancellation of Prior Option. The grant of this Option is expressly
conditioned upon, and Optionee by his signature hereto, acknowledges, the
cancellation of that certain option (the "Prior Option") granted to Optionee on
October 3, 1997, covering 10,000 shares of Common Stock of the Company with an
exercise price of $47.625 per share. Optionee agrees to deliver to the Company
the original document evidencing the Prior Option, but the cancellation of the
Prior Option shall be effective regardless of whether or not such delivery is
made by Optionee.
IN WITNESS WHEREOF, Dallas Semiconductor Corporation and Optionee have
executed this Non-Qualified Stock Option Agreement as of the date first above
written.
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Address for Notices: DALLAS SEMICONDUCTOR CORPORATION
0000 Xxxxx Xxxxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000 By:
-------------------------------------
X. X. Xxxxxxx
Chairman of the Board, President
and Chief Executive Officer
809 Xxxxxxx Court ----------------------------------------
P. O. Xxx 0000 Xxxxxxx X. Xxxx, Xxxxxxxx
Xxxxxxx Xxxxxxx, Xxxxxx 00000
56
57
Form of Stock Option Agreement in use prior to 1998 for automatic grants under
the 1987 Stock Option Plan to non-employee directors
57
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NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made and
entered into this 4th day of October, 1996 (the "Date of Grant"), by and between
DALLAS SEMICONDUCTOR CORPORATION, a Delaware corporation (the "Company"), and
________________________ a director of the Company ("Optionee").
WHEREAS, the Company's 1987 Stock Option Plan, as amended (the "Plan")
provides for the automatic annual grant of options to purchase shares of the
Company's Common Stock, par value $.02 per share (the "Common Stock") to certain
of the Company's non-employee directors, as hereinafter provided, in furtherance
of the purposes of the Plan;
NOW, THEREFORE, in consideration of the covenants herein set forth, the
parties hereto have agreed and do hereby agree as follows:
1. Grant of Option. The Company hereby confirms the automatic grant to
Optionee, pursuant to Section 7(b) of the Plan, the terms and provisions of
which Plan are incorporated herein by reference, of an option (the "Option") to
purchase all or any part of _________ shares of the Common Stock of the company
on the terms and conditions herein set forth.
2. Purchase Price. The purchase price of each share of Common Stock
subject to this Option shall be $_________ per share. Full payment for shares
purchased upon exercise of this Option shall be made in cash or by check, or by
delivery of previously owned shares of Common Stock, or partly in cash or such
check and partly in such stock. the value of shares of Common Stock delivered in
connection with the payment of the option price shall be the fair market value
of such shares as determined by the Board of Directors of the Company (the
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"Board") and such determinations shall be binding upon the Optionee. No shares
may be issued until full payment of the purchase price therefor has been made.
3. Term of Option. The term of the Option shall be for a period of ten
(10) years from the Date of Grant, subject to earlier termination or
cancellation as provided herein and in the Plan.
4. Exercise of the Option. This Option shall be exercisable in
installments (subject to the right of accumulation described below) so that this
Option shall be exercisable for 6.25% of the aggregate number of shares provided
in Paragraph 1 hereof during each calendar quarter during the term hereof,
commencing on the last day of the first completed calendar quarter following the
Date of Grant (until it shall become fully vested at the end of sixteen (16)
calendar quarters). To the extent an installment is not exercised during the
time stated, such installment shall accumulate and be exercisable, in whole or
in part, in any subsequent period during the term of this Option. No fractional
shares may be issued pursuant to the exercise of this Option. Furthermore, the
exercise of this Option shall be subject to the condition that if at any time
the Company shall determine, in its sole discretion, that the satisfaction of
withholding tax or other withholding liabilities, or that the listing,
registration, or qualification of any share otherwise deliverable upon such
exercise upon any national securities exchange or under any state or federal
law, or that the report to, or consent or approval of, any regulatory body, is
necessary or desirable as a condition of, or in connection with, such exercise
or the delivery or purchase of shares pursuant hereto, then in any such event,
such exercise shall not be effective unless such withholding, listing,
registration, qualification, report, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Company.
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5. Notice of Election. Subject to the terms and conditions hereof,
Optionee may exercise this Option by delivering written notice to the Secretary
of the Company, in person or by registered or certified mail, postage prepaid.
Such notice shall state the election to partially or totally exercise this
Option and the number of shares in respect of which it is being exercised, and
shall be signed by Optionee. Such notice shall be accompanied by payment as
provided for hereinbefore, in which event, the Company shall deliver a
certificate or certificates, as may be requested by Optionee, representing such
shares as soon as practicable after the notice and payment shall be received.
The certificate or certificates for the shares as to which the Option shall have
been exercised shall be registered as designated in the notice. In the event the
Option shall be exercised, pursuant to Paragraph 10 hereof, by any person or
persons other than the Optionee, such notice shall be accompanied by proof
deemed appropriate by the Company of the right of such person or persons to
exercise the Option. All shares that shall be purchased upon the exercise of
this Option as provided herein shall be fully paid and non-assessable.
6. Tax Benefit Right. The Compensation Committee (the "Committee") of
the Board may, in its sole discretion, at any time prior to the exercise of this
Option, grant to Optionee a bonus in an amount in cash not to exceed the then
existing maximum statutory Federal income tax rate (including any surtax or
similar charge or assessment) for individual taxpayers multiplied by the amount
of ordinary income, if any, realized by Optionee for Federal income tax purposes
as a result of the exercise of this Option. Any such payment, if granted, shall
be made by the Company upon the due date for such taxes in the form of a check
payable to the Internal Revenue Service for the account of Optionee, or in such
other manner as the Committee in its sole discretion may determine. Any such
payment shall otherwise be made upon such terms and conditions as may from time
to time be determined by the Committee and such right shall be subject to
limitation (as
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to term, amount, or otherwise) and to cancellation at any time by the Committee,
in its sole discretion.
7. Company Loan. (a) Subject to the provisions of subparagraph (b)
below, upon request of Optionee made at least three (3) business days prior to
the intended exercise date, the Company may (on such exercise date) loan to
Optionee an amount equal to the excess of the aggregate option price of the
Common Stock which Optionee is then electing to purchase pursuant to the
exercise of this Option, or any part hereof, over the aggregate par value of
such Common Stock, less any other consideration delivered by Optionee upon such
exercise, provided that Optionee shall execute a promissory note for such
amount, payable to the order of the Company, in such form as is in accordance
with the provisions of the Plan and as is otherwise satisfactory to the
Committee.
(b) The Company shall have an obligation to make a loan to Optionee only
if the Committee shall have determined, in its sole discretion prior to the
exercise date, that such loan should be made, but shall have no such obligation
if the Committee shall have thereafter canceled or suspended the operation of
the loan provisions of the Plan, or if the loan and/or other loans to be made at
such time would exceed any limit on the maximum amount of loans that may be made
under the Plan established from time to time by the Committee in its discretion.
(c) Such loan shall further be conditioned upon the delivery by Optionee
of such collateral as may be required by the Committee and the execution by
Optionee of such stock powers or other instruments which the Committee may deem
necessary or advisable in connection with such loan and creation of such
security interest.
8. Non-Transferability. During the lifetime of Optionee, this Option
shall be exercisable only by Optionee. This Option shall not be assignable or
transferable by Optionee,
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voluntarily or by operation of law, other than by will or by laws of descent and
distribution. Neither this Option nor the shares covered hereby shall be pledged
or hypothecated in any way. Neither this Option nor the shares covered hereby
shall be subject to execution, attachment, or similar process except with the
prior written consent of the Board.
9. Termination of Directorship. In the event that Optionee shall at any
time hereafter cease to be a director of the Company for any reason other than
his death or retirement, any part of the Option granted hereunder which has not
been exercised by the date of such cessation shall immediately terminate on the
date of such cessation. In the event that Optionee's services as a director of
the Company shall terminate by reason of his retirement, the Option may be
exercised, to the extent of the shares with respect to which the Option could
have been exercised by Optionee on the date of such termination prior to the
date of its expiration or three (3) months after the date of such termination,
whichever occurs first.
10. Death of Optionee. If Optionee dies prior to the termination of his
right to exercise this Option in accordance with the provisions hereof without
having totally exercised the Option, the Option may be exercised, to the extent
of the shares with respect to which the Option could have been exercised by
Optionee on the date of Optionee's death, by the Optionee's estate or by the
person who acquires the right to exercise the Option by bequest, inheritance, or
by reason of the death of the Optionee, provided the Option is exercised prior
to the date of its expiration or one (1) year from the date of the Optionee's
death, whichever occurs first.
11. Adjustments. The number of shares of Common Stock covered by this
Option and the option price may be adjusted to reflect, as deemed appropriate by
the Board in its discretion, any stock dividend, stock split, share combination,
exchange of shares, recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like of or by the Company. Decisions
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by the Board as to what adjustments shall be made, and the extent thereof, shall
be final, binding and conclusive on Optionee.
12. No Other Rights or Obligations. Optionee shall have no rights by
reason of this Option as a stockholder with respect to any shares covered hereby
until the date of the issuance of one or more stock certificates to him for such
shares pursuant to the due exercise of the Option. The granting of this Option
shall not confer on Optionee any continued fight of service or tenure as a
director of the Company or any additional rights other than as expressly
provided for herein. There is no obligation upon Optionee to exercise this
Option or any part thereof.
13. Subject to Plan. This Option is subject to all of the terms and
conditions of the Company's 1987 Stock Option Plan, as amended (and as amended
hereafter if the Plan is amended hereafter). In the event of any conflict
between such terms and conditions and those set forth herein, the terms of the
Plan shall govern and be determinative.
14. Incentive Stock Option. This Option is not intended to qualify as an
"incentive stock option" under the Internal Revenue Code of 1986, as amended,
and applicable regulations and rulings promulgated thereunder, and shall not be
so construed.
15. Amendment. The Board shall have the right, without the consent or
approval of the Optionee, to amend, modify, limit or terminate this Option or
any term or provision hereof Any such action by the Board shall be final and
binding on Optionee.
16. Defined Terms. Unless otherwise defined herein, the capitalized
terms used herein shall have the same meaning given to such terms in the Plan.
IN WITNESS WHEREOF, Dallas Semiconductor Corporation and Optionee have
executed this Non-Qualified Stock Option Agreement as of the date first above
written.
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Address for Notices: DALLAS SEMICONDUCTOR CORPORATION
0000 Xxxxx Xxxxxxxx Xxxxxxx By:
Xxxxxx, Xxxxx 00000 -------------------------------------
X. X. Xxxxxxx
Chairman of the Board, President
and Chief Executive Officer
----------------------------------------
Optionee
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65
Form of Stock Option Agreement used in 1998 for automatic grants under the 1987
Stock Option Plan to non-employee directors
65
66
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made and
entered into this 5th day of October, 1998 (the "Date of Grant") (October 4
being a non-business day), by and between DALLAS SEMICONDUCTOR CORPORATION, a
Delaware corporation (the "Company"), and ___________, a director of the Company
("Optionee").
WHEREAS, the Company's 1987 Stock Option Plan, as amended (the "Plan")
provides for the automatic annual grant of options to purchase shares of the
Company's Common Stock, par value $.02 per share (the "Common Stock") to certain
of the Company's non-employee directors, as hereinafter provided, in furtherance
of the purposes of the Plan;
NOW, THEREFORE, in consideration of the covenants herein set forth, the
parties hereto have agreed and do hereby agree as follows:
1. Grant of Option. The Company hereby confirms the automatic grant to
Optionee, pursuant to Section 7(b) of the Plan, of an option (the "Option') to
purchase all or any part of 10,000 shares of the Common Stock of the Company on
the terms and conditions herein set forth.
2. Purchase Price. The purchase price of each share of Common Stock
subject to this Option shall be per share. Full payment for shares purchased
upon exercise of this Option shall be made in cash or by check, or by delivery
of previously owned shares of Common Stock, or partly in cash or such check and
partly in such stock. The value of shares of Common Stock delivered in
connection with the payment of the option price shall be the fair market value
of such shares as determined by the Board of Directors of the Company (the
"Board") and such determinations shall be binding upon the Optionee. No shares
may be issued until full payment of the purchase price therefor has been made.
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3. Term of Option. The term of the Option shall be for a period of ten
(10) years from the Date of Grant, subject to earlier termination or
cancellation as provided herein.
4. Exercise of the Option. This Option shall be exercisable in
installments (subject to the right of accumulation described below) so that this
Option shall be exercisable for 6.25% of the aggregate number of shares provided
in Paragraph 1 hereof during each calendar quarter during the term hereof,
commencing on the last day of the first completed calendar quarter following the
Date of Grant (until it shall become fully vested at the end of sixteen (16)
calendar quarters). To the extent an installment is not exercised during the
time stated, such installment shall accumulate and be exercisable, in whole or
in part, in any subsequent period during the term of this Option. No fractional
shares may be issued pursuant to the exercise of this Option. Furthermore, the
exercise of this Option shall be subject to the condition that if at any time
the Company shall determine, in its sole discretion, that the satisfaction of
withholding tax or other withholding liabilities, or that the listing,
registration, or qualification of any share otherwise deliverable upon such
exercise upon any national securities exchange or under any state or federal
law, or that the report to, or consent or approval of, any regulatory body, is
necessary or desirable as a condition of, or in connection with, such exercise
or the delivery or purchase of shares pursuant hereto, then in any such event,
such exercise shall not be effective unless such withholding, listing,
registration, qualification, report, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Company.
5. Notice of Election. Subject to the terms and conditions hereof,
Optionee may exercise this Option by delivering written notice to the Secretary
of the Company, in person or by registered or certified mail, postage prepaid.
Such notice shall state the election to partially or totally exercise this
Option and the number of shares in respect of which it is being exercised, and
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shall be signed by Optionee. Such notice shall be accompanied by payment as
provided for hereinbefore, in which event, the Company shall deliver a
certificate or certificates, as may be requested by Optionee, representing such
shares as soon as practicable after the notice and payment shall be received.
The certificate or certificates for the shares as to which the Option shall have
been exercised shall be registered as designated in the notice. In the event the
Option shall be exercised, pursuant to Paragraph 9 hereof, by any person or
persons other than the Optionee, such notice shall be accompanied by proof
deemed appropriate by the Company of the right of such person or persons to
exercise the Option. All shares that shall be purchased upon the exercise of
this Option as provided herein shall be fully paid and non-assessable.
6. Tax Benefit Right. The Compensation Committee (the "Committee") of
the Board may, in its sole discretion, at any time prior to the exercise of this
Option, grant to Optionee a bonus in an amount in cash not to exceed the then
existing maximum statutory Federal income tax rate (including any surtax or
similar charge or assessment) for individual taxpayers multiplied by the amount
of ordinary income, if any, realized by Optionee for Federal income tax purposes
as a result of the exercise of this Option. Any such payment, if granted, shall
be made by the Company upon the due date for such taxes in the form of a check
payable to the Internal Revenue Service for the account of Optionee, or in such
other manner as the Committee in its sole discretion may determine. Any such
payment shall otherwise be made upon such terms and conditions as may from time
to time be determined by the Committee and such right shall be subject to
limitation (as to term, amount, or otherwise) and to cancellation at any time by
the Committee, in its sole discretion.
7. Company Loan. (a) Subject to the provisions of subparagraph (b)
below, upon request of Optionee made at least three (3) business days prior to
the intended exercise date, the
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Company may (on such exercise date) loan to Optionee an amount equal to the
excess of the aggregate option price of the Common Stock which Optionee is then
electing to purchase pursuant to the exercise of this Option, or any part
hereof, over the aggregate par value of such Common Stock, less any other
consideration delivered by Optionee upon such exercise, provided that Optionee
shall execute a promissory note for such amount, payable to the order of the
Company, in such form as is in accordance with the provisions of the Plan and as
is otherwise satisfactory to the Committee.
(b) The Company shall have an obligation to make a loan to Optionee only
if the Committee shall have determined, in its sole discretion prior to the
exercise date, that such loan should be made, but shall have no such obligation
if the Committee shall have thereafter canceled or suspended the operation of
the loan provisions of the Plan, or if the loan and/or other loans to be made at
such time would exceed any limit on the maximum amount of loans that may be made
under the Plan established from time to time by the Committee in its discretion.
(c) Such loan shall further be conditioned upon the delivery by Optionee
of such collateral as may be required by the Committee and the execution by
Optionee of such stock powers or other instruments which the Committee may deem
necessary or advisable in connection with such loan and creation of such
security interest.
8. Transferability. Other than by will or by laws of descent and
distribution, this Option shall be assignable or transferable by Optionee, only
if and under terms and conditions approved by the Board in its sole discretion.
Neither this Option nor the shares covered hereby shall be pledged or
hypothecated in any way. Neither this Option nor the shares covered hereby shall
be subject to execution, attachment, or similar process except with the prior
written consent of the Board.
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9. Termination of Directorship. In the event that Optionee shall at any
time hereafter cease to be a director of the Company for any reason, including,
but not limited to, his retirement, permanent disability or death, any part of
the Option granted hereunder which has not been exercised by the date of such
cessation shall, on the date of such cessation, become immediately exercisable
and may be exercised by Optionee, or by the Optionee's estate or by the person
who acquires the right to exercise the Option by bequest, inheritance, or by
reason of the death of the Optionee, provided the Option is exercised prior to
the date of its expiration.
10. Adjustments. The number of shares of Common Stock covered by this
Option and the option price may be adjusted to reflect, as deemed appropriate by
the Board in its discretion, any stock dividend, stock split, share combination,
exchange of shares, recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like of or by the Company. Decisions by the
Board as to what adjustments shall be made, and the extent thereof, shall be
final, binding and conclusive on Optionee.
11. No Other Rights or Obligations. Optionee shall have no rights by
reason of this Option as a stockholder with respect to any shares covered hereby
until the date of the issuance of one or more stock certificates to him for such
shares pursuant to the due exercise of the Option. The granting of this Option
shall not confer on Optionee any continued right of service or tenure as a
director of the Company or any additional rights other than as expressly
provided for herein. There is no obligation upon Optionee to exercise this
Option or any part thereof.
12. Option to Control. In the event of any conflict between the terms
and conditions of the Plan and those set forth herein, the terms of this Option
shall govern and be determinative.
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13. Incentive Stock Option. This Option is not intended to qualify as an
"incentive stock option" under the Internal Revenue Code of 1986, as amended,
and applicable regulations and rulings promulgated thereunder, and shall not be
so construed.
14. Amendment. The Board shall have the right, without the consent or
approval of the Optionee, to amend, modify, limit or terminate this Option or
any term or provision hereof. Any such action by the Board shall be final and
binding on Optionee.
15. Defined Terms. Unless otherwise defined herein, the capitalized
terms used herein shall have the same meaning given to such terms in the Plan.
IN WITNESS WHEREOF, Dallas Semiconductor Corporation and Optionee have
executed this Non-Qualified Stock Option Agreement as of the date first above
written.
Address for Notices: DALLAS SEMICONDUCTOR CORPORATION
0000 Xxxxx Xxxxxxxx Xxxxxxx By:
Xxxxxx, Xxxxx 00000 -------------------------------------
X. X. Xxxxxxx
Chairman of the Board, President
and Chief Executive Officer
----------------------------------------
Optionee
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Form of Stock Option Agreement under the 1993 Officer and Directors Stock Option
Plan used for July 1999 grants to non-employee directors and the Corporate
Secretary
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STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into
this 21st day of July, 1999 (the "Date of Grant"), by and between DALLAS
SEMICONDUCTOR CORPORATION, a Delaware corporation (the "Company"), and M. D.
Sampels, a director of the Company ("Optionee").
WHEREAS, the Company's 1993 Officer and Director Stock Option Plan (the
"Plan") provides that certain officers and directors of the Company may from
time to time be granted an option to purchase shares of the Company's Common
Stock, par value $.02 per share (the "Common Stock"), as therein provided, in
furtherance of the purposes of the Plan.
NOW, THEREFORE, in consideration of the covenants herein set forth, the
parties hereto have agreed and do hereby agree as follows:
1. GRANT OF OPTION. The Company hereby grants to Optionee, pursuant to
Section 5 of the Plan, an option (the "Option") to purchase all or any part of
30,000 shares of the Common Stock of the Company on the terms and conditions
herein set forth.
2. PURCHASE PRICE. The purchase price of each share of Common Stock
subject to this Option shall be $50.5625 per share. Full payment for shares
purchased upon exercise of this Option shall be made in cash or by check, or by
delivery of previously owned shares of Common Stock, or partly in cash or such
check and partly in such stock. The value of shares of Common Stock delivered in
connection with the payment of the option price shall be the fair market value
of such shares as determined by the Board of Directors of the Company (the
"Board") and such
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determinations shall be binding upon the Optionee. No shares may be issued until
full payment of the purchase price therefor has been made.
3. TERM OF OPTION. The term of the Option shall be for a period of ten
(10) years from the Date of Grant, subject to earlier termination or
cancellation as provided herein and in the Plan.
4. EXERCISE OF THE OPTION. This Option shall be exercisable in
installments (subject to the right of accumulation described below) so that this
Option shall be exercisable for 25% of the aggregate number of shares provided
in Paragraph I hereof at the end of first year of the term hereof and thereafter
shall be exercisable for 6.25% of such aggregate number of shares during each
calendar quarter during the term hereof (until it shall become fully vested at
the end of sixteen (16) calendar quarters from the Date of Grant); provided,
however, that this Option, or any unexercised portion hereof, shall become
immediately exercisable in full upon the occurrence of a Change of Control. To
the extent an installment is not exercised during the time stated, such
installment shall accumulate and be exercisable, in whole or in part, in any
subsequent period during the term of this Option. No fractional shares may be
issued pursuant to the exercise of this Option. Furthermore, the exercise of
this Option shall be subject to the condition that if at any time the Company
shall determine in its sole discretion that the satisfaction of withholding tax
or other withholding liabilities, or that the listing, registration, or
qualification of any share otherwise deliverable upon such exercise upon any
national securities exchange or under any state or federal law, or that the
report to, or consent or approval of, any regulatory body, is necessary or
desirable as a condition of, or in connection with, such exercise or the
delivery or purchase of shares pursuant thereto, then in any such event, such
exercise shall not be effective unless such
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withholding, listing, registration, qualification, report, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Company.
5. NOTICE OF ELECTION. Subject to the terms and conditions hereof,
Optionee may exercise this Option by delivering written notice to the Secretary
of the Company in person or by registered or certified mail, postage prepaid.
Such notice shall state the election to partially or totally exercise this
Option and the number of shares in respect of which it is being exercised, and
shall be signed by Optionee. Such notice shall be accompanied by payment as
provided for hereinbefore, in which event the Company shall deliver a
certificate or certificates, as may be requested by Optionee, representing such
shares as soon as practicable after the notice and payment shall be received.
The certificate or certificates for the shares as to which the Option shall have
been exercised shall be registered as designated in the notice. In the event the
Option shall be exercised, pursuant to Paragraph 10 hereto by any person or
persons other than the Optionee, such notice shall be accompanied by proof
deemed appropriate by the Company of the fight of such person or persons to
exercise the Option. All shares that shall be purchased upon the exercise of
this Option as provided herein shall be fully paid and non-assessable.
6. TAX BENEFIT RIGHT. Optionee is hereby granted a bonus in an amount in
cash not to exceed the then existing maximum statutory Federal income tax rate
(including any surtax or similar charge or assessment) for individual taxpayers
multiplied by the amount of income, if any, realized by Optionee for Federal
income tax purposes as a result of the exercise of this Option. Such payment(s)
shall be made by the Company on the exercise date(s) in the form of a check
payable to the Internal Revenue Service for the account of Optionee.(3)
--------
(3) This provision is not contained in the Corporate Secretary's Option
Agreement.
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7. COMPANY LOAN.
(a) Subject to the provisions of subparagraph (b) below, upon request of
Optionee made at least three (3) business days prior to the intended exercise
date, the Board may (on such exercise date) loan to Optionee an amount equal to
the excess of the aggregate option price of the Common Stock which Optionee is
then electing to purchase pursuant to the exercise of this Option, or any part
hereof, over the aggregate par value of such Common Stock, less any other
consideration delivered by Optionee upon such exercise, provided that Optionee
shall execute a promissory note for such amount, payable to the order of the
Company, in such form as is in accordance with the provisions of the Plan and as
is otherwise satisfactory to the Board.
(b) The Company shall have an obligation to make a loan to Optionee only
if the Board shall have determined in its sole discretion prior to the exercise
date that such loan should be made, but shall have no such obligation if the
Board shall have thereafter canceled or suspended the operation of the loan
provisions of the Plan, or if the loan and/or other loans to be made at such
time would exceed any limit on the maximum amount of loans that may be made
under the Plan established from time to time by the Board in its discretion.
(c) Such loan shall further be conditioned upon the delivery by Optionee
of such collateral as may be required by the Board and the execution by Optionee
of such stock powers or other instruments which the Board may deem necessary or
advisable in connection with such loan and creation of such security interest.
8. NON-TRANSFERABILITY. Other than by will or by laws of descent and
distribution, this Option shall be assignable or transferable by Optionee only
if and under terms and conditions approved by the Board in its sole discretion.
Neither this Option nor the shares covered hereby
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shall be pledged or hypothecated in any way. Neither this Option nor the shares
covered hereby shall be subject to the execution, attachment, or similar process
except with the prior written consent of the Board.
9. TERMINATION OF DIRECTORSHIP. In the event that Optionee shall at any
time hereafter cease to be a director of the Company for any reason, including,
but not limited to, his retirement, permanent disability or death, any part of
the Option granted hereunder which has not been exercised by the date of such
cessation shall, on the date of such cessation, become immediately exercisable
and may be exercised by Optionee, or by the Optionee's Successor, provided the
Option is exercised prior to the date of its expiration.
10. ADJUSTMENTS. The number of shares of Common Stock covered by this
Option and the option price may be adjusted to reflect, as deemed appropriate by
the Board in its discretion, any stock dividend, stock split, share combination,
exchange of shares, recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like of or by the Company. Decisions by the
Board as to what adjustments shall be made, and the extent thereof, shall be
final, binding and conclusive on Optionee.
11. NO OTHER RIGHTS OR OBLIGATIONS. Optionee shall have no rights by
reason of this Option as a stockholder with respect to any shares covered
thereby until the date of the issuance of one or more stock certificates to him
for such shares pursuant to the due exercise of the Option. The granting of this
Option shall not confer on Optionee any continued right to tenure as a director
of the Company or any additional rights other than as expressly provided for
herein.' There is no obligation upon Optionee to exercise this Option or any
part thereof
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12. DEFINED TERMS. Unless otherwise defined herein, the capitalized
terms used herein shall have the same meaning given to such terms in the Plan.
IN WITNESS WHEREOF, Dallas Semiconductor Corporation and Optionee have
executed this Stock Option Agreement as of the date first above written.
Address for Notices: DALLAS SEMICONDUCTOR CORPORATION
0000 Xxxxx Xxxxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000 By: By:
----------------------------------
X. X. Xxxxxxx
Title: /s/ X. X. Xxxxxxx
----------------------------------
Chairman of the Board, President
and Chief Executive Officer
/s/ M. D. Sampels
----------------------------------- ----------------------------------
M. D. Sampels, Optionee
-----------------------------------
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FORM OF STOCK OPTION AGREEMENT PURSUANT TO 1987 STOCK OPTION PLAN
FOR USE WITH 12-15-00 GRANTS
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the -'Agreement") is made and
entered into this 15th day of December, 2000 (the "Date of Grant"), by and
between DALLAS SEM[ICONDUCTOR CORPORATION, a Delaware corporation (the
"Company"), and . an employee of the Company ("Optionee").
WHEREAS, the Company desires, by affording Optionee an opportunity to
purchase shares of its Common Stock, par value $.02 per share (the "Common
Stock"), as hereinafter provided, to carry out the purposes of the Dallas
Semiconductor Corporation 1987 Stock Option Plan, as amended (the "Plan");
NOW, THEREFORE, in consideration of the covenants herein set forth, the
parties hereto have agreed and do hereby agree as follows:
1 . Grant of Option. The Company hereby grants to Optionee option (the
"Option") to purchase all or any part of shares of the Common Stock of the
Company on the terms and conditions herein set forth.
2. Purchase Price. The purchase price of each share of Common Stock
subject to this Option shall be $24.6875 per share. Full payment for shares
purchased upon exercise of this Option shall be made in cash or by check, or by
delivery of previously owned shares of Common Stock, or partly in cash or such
check and partly in such stock. The value of shares of Common Stock delivered in
connection with the payment of the option price shall be the fair market value
of such shares as determined by the Board of Directors of the Company (the
"Board") and such
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determinations shall be binding upon the Optionee. No shares may be issued until
full payment of the purchase price therefor has been made.
3. Term of Option. The term of the Option shall be for a period of ten
(10) years from the Date of Grant, subject to earlier termination or
cancellation as provided herein.
4. Exercise of the Option. This Option shall be exercisable in full or
in part at any time, and from time to time, during the term hereof, in
accordance with the vesting schedule contained in the "Notice of Grant of Stock
Options and Option Agreement" attached hereto and made a part hereof. No
fractional shares may be issued pursuant to the exercise of this Option.
Furthermore, the exercise of this Option shall be subject to the condition that
if at any time the Company shall determine, in its sole discretion, that the
satisfaction of withholding tax or other withholding liabilities, or that the
listing, registration, or qualification of any share otherwise deliverable upon
such exercise upon any national securities exchange or under any state or
federal law, or that the report to, or consent or approval of, the Company's
stockholders or any regulatory body, is necessary or desirable as a condition
of, or in connection with, such exercise or the delivery or purchase of shares
pursuant hereto, then in any such event, such exercise shall not be effective
unless such withholding, listing, registration, qualification, report, consent
or approval shall have been effected or obtained free of any conditions not
acceptable to the Company.
5. Notice of Election. Subject to the terms and conditions hereof,
Optionee may exercise this Option by delivering written notice to the Secretary
of the Company, in person or by registered or certified mail, postage prepaid.
Such notice shall state the election to partially or totally exercise this
Option and the number of shares in respect of which it is being exercised, and
shall be signed by Optionee. Such notice shall be accompanied by payment as
provided for
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hereinbefore, in which event, the Company shall deliver a certificate or
certificates, as may be requested by Optionee, representing such shares as soon
as practicable after the notice and payment shall be received. The certificate
or certificates for the shares as to which the Option shall have been exercised
shall be registered as designated in the notice. In the event the Option shall
be exercised, pursuant to Paragraph 8 hereof, by any person or persons other
than the Optionee, such notice shall be accompanied by proof deemed appropriate
by the Company of the right of such person or persons to exercise the Option.
All shares that shall be purchased upon the exercise of this Option as provided
herein shall be fully paid and non-assessable.
6. Non-Transferability. Except as may otherwise be approved by the
Board, during the lifetime of Optionee, this Option shall be exercisable only by
Optionee. This Option shall not be assignable or transferable by Optionee,
voluntarily or by operation of law, other than by will or by laws of descent and
distribution. Neither this Option nor the shares covered hereby shall be pledged
or hypothecated in any way. Neither this Option nor the shares covered hereby
shall be subject to execution, attachment, or similar process except with the
prior written consent of the Board.
7. Termination of Employment. In the event that Optionee shall at any
time hereafter cease to be an employee of the Company for any reason other than
his death, retirement or permanent disability, any part of the Option granted
hereunder which has not been exercised by the date of such cessation shall
immediately terminate on the date of such cessation. In the event that
Optionee's employment with of the Company shall terminate by reason of his
retirement or permanent disability, the Option may be exercised, to the extent
of the shares with respect to which the Option could have been exercised by
Optionee on the date of such termination prior to
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the date of its expiration or three (3) months after the date of such
termination, whichever occurs first.
8. Death of Optionee. If Optionee dies prior to the termination of his
right to exercise this Option in accordance with the provisions hereof without
having totally exercised the Option, the Option may be exercised, to the extent
of the shares with respect to which the Option could have been exercised by
Optionee on the date of Optionee's death, by the Optionee's estate or by the
person who acquires the right to exercise the Option by bequest, inheritance, or
by reason of the death of the Optionee, provided the Option is exercised prior
to the date of its expiration or one (1) year from the date of the Optionee's
death, whichever occurs first.
9. Adjustments. The number of shares of Common Stock covered by this
Option and the option price may be adjusted to reflect, as deemed appropriate by
the Board in its discretion, any stock dividend, stock split, share combination,
exchange of shares, recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like of or by the Company. Decisions by the
Board as to what adjustments shall be made, and the extent thereof, shall be
final, binding and conclusive on Optionee.
10. No Other Rights or Obligations. Optionee shall have no rights by
reason of this Option as a stockholder with respect to any shares covered hereby
until the date of the issuance of one or more stock certificates to Optionee for
such shares pursuant to the due exercise of the Option. The granting of this
Option shall not confer on Optionee any continued right of employment or
directorship with the Company or any additional rights other than as expressly
provided for herein. There is no obligation upon Optionee to exercise this
Option or any part thereof.
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11. Option to Control. In the event of any conflict between the terms
and conditions of the Plan (as amended and as further amended if the Plan is
amended hereafter) and those set forth herein, the terms of this Agreement shall
govern and be determinative, it being distinctly understood and agreed that
Optionee has no rights with respect to the Option granted hereby other than as
specifically set forth in this Agreement and in the Stockholder's Agreement
provided for in Paragraph 14 below.
12. Incentive Stock Option. This Option is not intended to qualify as an
"incentive Stock option7 under the Internal Revenue Code of 1986, as amended,
and applicable regulations and rulings promulgated thereunder, and shall not be
so construed.
13. Amendment. The Board shall have the right, without the consent or
approval of the Optionee, to amend, modify, limit or terminate this Option or
any term or provision hereof Any such action by the Board shall be final and
binding on Optionee.
14. Shareholders Agreement. The grant of this Option is expressly
conditioned upon the contemporaneous execution by the Optionee and the Company
of a Stockholder Agreement, as provided in the Plan. All rights of Optionee as a
stockholder and heirs, successors and assigns shall be determined by such
agreement and the Optionee and heirs, successors and assigns shall be bound
thereby, including but not limited to the repurchase rights as provided in such
agreement.
15. Defined Terms. Unless otherwise defined herein, the capitalized
terms used herein shall have the same meaning given to such terms in the Plan.
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IN WITNESS WHEREOF, Dallas Semiconductor Corporation and Optionee have
executed this Non-Qualified Stock Option Agreement as of the date first above
written.
Address for Notices: DALLAS SEMICONDUCTOR CORPORATION
0000 Xxxxx Xxxxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000
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Form of Notice of Grant of Stock Options and Option Agreement
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-------------------------------------------------------------------------------
DALLAS SEMICONDUCTOR
NOTICE OF GRANT OF STOCK OPTIONS ID: 75 19357 15 0
AND OPTION AGREEMENT 0000 Xxxxxxxx Xxxxxxx Xxxxx
Xxxxxx, XX 00000-0000
-------------------------------------------------------------------------------
OPTION NUMBER:
PLAN:
ID:
-------------------------------------------------------------------------------
Effective , you have been granted a(n) Non-Qualified Stock Option to
buy shares of Dallas Semiconductor (the Company) stock at $ per
share.
The total option price of the shares granted is $
Shares in each period will become fully vested on the date shown.
Shares Vest Type Full Vest Expiration
------ --------- --------- ----------
--------------------------------------------------------------------------------
By your signature and the Company's signature below, you and the Company agree
that these options are granted under and governed by the terms and conditions of
the Company's Stock Option Plan as amended and the Option Agreement all of which
are attached and made a part of this document.
--------------------------------------------------------------------------------
----------------------------------- ------------------------------
Dallas Semiconductor Date
----------------------------------- ------------------------------
Date
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STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into
this 9th day of July, 1993 (the "Date of Grant"), by and between DALLAS
SEMICONDUCTOR CORPORATION, a Delaware corporation (the "Company"), and Xxxxxxx
X. Xxxx, a director of the Company ("Optionee").
WHEREAS, the Company's 1993 Officer and Director Stock Option Plan (the
"Plan") provides for the automatic grant of an option to purchase shares of the
Company's Common Stock, par value $.02 per share (the "Common Stock") to each of
the Company's non-employee directors in office on the date of adoption of the
Plan or subsequently elected, as therein provided, in furtherance of the
purposes of the Plan;
NOW, THEREFORE, in consideration of the covenants herein set forth, the
parties hereto have agreed and do hereby agree as follows:
1. Grant of Option. The Company hereby confirms the automatic grant to
Optionee, pursuant to Section 7(b) of the Plan, the terms and provisions of
which Plan are incorporated herein by reference, of an option (the "Option") to
purchase all or any part of 100,000 shares of the Common Stock of the Company on
the terms and conditions herein set forth.
2. Purchase Price. The purchase price of each share of Common Stock
subject to this Option shall be $14.75 per share. Full payment for shares
purchased upon exercise of this Option shall be made in cash or by check, or by
delivery of previously owned shares of Common Stock, or partly in cash or such
check and partly in such stock. The value of shares of Common Stock delivered in
connection with the payment of the option price shall be the fair market value
of such shares as determined by the Board of Directors of the Company (the
"Board") and such
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determinations shall be binding upon the Optionee. No shares may be issued until
full payment of the purchase price therefor has been made.
3. Term of Option. The term of the Option shall be for a period of ten
(10) years from the Date of Grant, subject to earlier termination or
cancellation as provided herein and in the Plan.
4. Exercise of the Option. Subject to the provisions of Paragraph 14
hereof, this Option shall be exercisable in installments (subject to the right
of accumulation described below) so that this Option shall be exercisable for 25
% of the aggregate number of shares provided in Paragraph 1 hereof at the end of
first year of the term hereof and thereafter shall be exercisable for 6.25% of
such aggregate number of shares during each calendar quarter during the term
hereof (until it shall become fully vested at the end of sixteen (16) calendar
quarters from the Date of Grant); provided, however, that this Option, or any
unexercised portion hereof, shall become immediately exercisable in full upon
the occurrence of a Change of Control. To the extent an installment is not
exercised during the time stated, such installment shall accumulate and be
exercisable, in whole or in part, in any subsequent period during the term of
this Option. No fractional shares may be issued pursuant to the exercise of this
Option. Furthermore, the exercise of this Option shall be subject to the
condition that if at any time the Company shall determine in its sole discretion
that the satisfaction of withholding tax or other withholding liabilities, or
that the listing, registration, or qualification of any share otherwise
deliverable upon such exercise upon any national securities exchange or under
any state or federal law, or that the report to, or consent or approval of, any
regulatory body, is necessary or desirable as a condition of, or in connection
with, such exercise or the delivery or purchase of shares pursuant hereto, then
in any such event, such exercise shall not be effective unless such withholding,
listing, registration,
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qualification, report, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Company.
5. Notice of Election. Subject to the terms and conditions hereof,
Optionee may exercise this Option by delivering written notice to the Secretary
of the Company in person or by registered or certified mail, postage prepaid.
Such notice shall state the election to partially or totally exercise this
Option and the number of shares in respect of which it is being exercised, and
shall be signed by Optionee. Such notice shall be accompanied by payment as
provided for hereinbefore, in which event, the Company shall deliver a
certificate or certificates, as may be requested by Optionee, representing such
shares as soon as practicable after the notice and payment shall be received.
The certificate or certificates for the shares as to which the Option shall have
been exercised shall be registered as designated in the notice. In the event the
Option shall be exercised, pursuant to Paragraph 10 hereof, by any person or
persons other than the Optionee, such notice shall be accompanied by proof
deemed appropriate by the Company of the right of such person or persons to
exercise the Option. All shares that shall be purchased upon the exercise of
this Option as provided herein shall be fully paid and non-assessable.
6. Tax Benefit Right. The Board may in its sole discretion at any time
prior to the exercise of this Option grant to Optionee a bonus in an amount in
cash not to exceed the then existing maximum statutory Federal income tax rate
(including any surtax or similar charge or assessment) for individual taxpayers
multiplied by the amount of income, if any, realized by Optionee for Federal
income tax purposes as a result of the exercise of this Option. Any such
payment, if granted, shall be made by the Company upon the due date for such
taxes in the form of a check payable to the Internal Revenue Service for the
account of Optionee, or in such other manner as the Board in its sole discretion
may determine. Any such payment shall otherwise be
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made upon such terms and conditions as may from time to time be determined by
the Board and such right shall be subject to limitation (as to term, amount, or
otherwise) and to cancellation at any time by the Board in its sole discretion.
Any grant of such a bonus to Optionee shall be on such terms and conditions, if
any, as may be permitted under Rule l6b-3 without adversely affecting any
requirement of such rule that the Plan be administered by disinterested persons.
7. Company Loan. (a) Subject to the provisions of subparagraph (b)
below, upon request of Optionee made at least three (3) business days prior to
the intended exercise date, the Board may (on such exercise date) loan to
Optionee an amount equal to the excess of the aggregate option price of the
Common Stock which Optionee is then electing to purchase pursuant to the
exercise of this Option, or any part hereof, over the aggregate par value of
such Common Stock, less any other consideration delivered by Optionee upon such
exercise, provided that Optionee shall execute a promissory note for such
amount, payable to the order of the Company, in such form as is in accordance
with the provisions of the Plan and as is otherwise satisfactory to the Board.
(b) The Company shall have an obligation to make a loan to Optionee only
if the Board shall have determined in its sole discretion prior to the exercise
date that such loan should be made, but shall have no such obligation if the
Board shall have thereafter canceled or suspended the operation of the loan
provisions of the Man, or if the loan and/or other loans to be made at such time
would exceed any limit on the maximum amount of loans that may be made under the
Plan established from time to time by the Board in its discretion. Any loan
hereunder to Optionee shall be on such terms and conditions, if any, as may be
permitted by Rule 16b-3 without adversely affecting any requirement of such rule
that the Plan be administered by disinterested persons.
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(c) Such loan shall further be conditioned upon the delivery by Optionee
of such collateral as may be required by the Board and the execution by Optionee
of such stock powers or other instruments which the Board may deem necessary or
advisable in connection with such loan and creation of such security interest.
8. Non-Transferability. During the lifetime of Optionee, this Option
shall be exercisable only by Optionee. This Option shall not be assignable or
transferable by Optionee, voluntarily or by operation of law, other than by will
or by laws of descent and distribution. Neither this Option nor the shares
covered hereby shall be pledged or hypothecated in any way. Neither this Option
nor the shares covered hereby shall be subject to the execution, attachment, or
similar process except with the prior written consent of the Board.
9. Termination of Directorship. In the event that Optionee shall at any
time hereafter cease to be a director of the Company by reason of his removal
from office, any part of the Option granted hereunder which has not been
exercised by the date of such removal shall immediately terminate on the date of
such removal. In the event that Optionee's services as a director of the Company
shall terminate by reason of his resignation or retirement and Optionee shall
have then served as a director of the Company for more than three (3) years, the
vesting of any unexercised portion of this Option shall immediately accelerate,
so that any such unexercised portion of this Option may thereafter be exercised
by Optionee (or in the event of his subsequent death, by his Successor), at any
time prior to the date of its expiration. In the event Optionee has not served
as a director of the Company for more than three (3) years at the time of his
resignation or retirement, he (or, in the event of his subsequent death, his
Successor) shall be entitled to exercise, at any time prior to the date of
expiration of this Option, any unexercised portion of this Option exercisable by
Optionee at the time of his resignation or retirement.
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10. Death of Optionee. If Optionee dies prior to the termination of his
right to exercise this Option in accordance with the provisions hereof without
having fully exercised the Option, the vesting of any unexercised portion of
this Option shall immediately accelerate, so that any such unexercised portion
of this Option may thereafter be exercised by the Optionee's Successor, provided
this Option is exercised prior to the date of its expiration.
11. Adjustments. The number of shares of Common Stock covered by this
Option and the option price may be adjusted to reflect, as deemed appropriate by
the Board in its discretion, any stock dividend, stock split, share combination,
exchange of shares, recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like of or by the Company. Decisions by the
Board as to what adjustments shall be made, and the extent thereof, shall be
final, binding and conclusive on Optionees.
12. No Other Rights or Obligations. Optionee shall have no rights by
reason of this Option as a stockholder with respect to any shares covered hereby
until the date of the issuance of one or more stock certificates to him for such
shares pursuant to the due exercise of the Option. The granting of this Option
shall not confer on Optionee any continued right of service or tenure as a
director of the Company or any additional rights other than as expressly
provided for herein. There is no obligation upon Optionee to exercise this
Option or any part thereof.
13. Subject to Plan. This option is subject to all of the terms and
conditions of the Company's 1993 Officer & Director Stock Option Plan (and as
amended if the Plan is amended hereafter). In the event of any conflict between
such terms and conditions and those set forth herein, the terms of the Plan
shall govern and be determinative.
14. Stockholder Approval. This Option has been granted subject to the
approval of the Plan by stockholders of the Company. Notwithstanding the
provisions of Paragraph 4 hereof, this
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Option may not be exercised unless and until the Plan has been duly approved by
the stockholders of the Company.
15. Defined Terms. Unless otherwise defined herein, the capitalized
terms used herein shall have the same meaning given to such terms in the Plan.
IN WITNESS WHEREOF, Dallas Semiconductor Corporation and Optionee have
executed this Stock Option Agreement as of the date first above written.
Address for Notices: DALLAS SEMICONDUCTOR CORPORATION
0000 Xxxxx Xxxxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000 By: /s/ /X. X. Xxxxxxx
---------------------------------
Title:
---------------------------------
Carnegie Hall Tower /s/ Xxxxxxx X. Xxxx
000 Xxxx 00xx Xx. - 00xx Xxxxx ---------------------------------
Xxx Xxxx, Xxx Xxxx 00000 Optionee
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STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into
this 21st day of July, 1999 (the "Date of Grant"), by and between DALLAS
SEMICONDUCTOR CORPORATION, a Delaware corporation (the "Company"), and XXXXX X.
XXXXX ("Optionee").
WHEREAS, the Company's 1993 Officer and Director Stock Option Plan (the
"Plan") provides that certain officers and directors of the Company may from
time to time be granted an option to purchase shares of the Company's Common
Stock, par value $.02 per share (the "Common Stock"), as therein provided, in
furtherance of the purposes of the Plan.
NOW, THEREFORE, in consideration of the covenants herein set forth, the
parties hereto have agreed and do hereby agree as follows:
1. GRANT OF OPTION. The Company hereby grants to Optionee an option (the
"Option") to purchase all or any part of 7,500 shares of the Common Stock of the
Company on the terms and conditions herein set forth.
2. PURCHASE PRICE. The purchase price of each share of Common Stock
subject to this Option shall be $50.5625 per share. Full payment for shares
purchased upon exercise of this Option shall be made in cash or by check, or by
delivery of previously owned shares of Common Stock, or partly in cash or such
check and partly in such stock. The value of shares of Common Stock delivered in
connection with the payment of the option price shall be the fair market value
of such shares as determined by the Board of Directors of the Company (the
"Board") and such determinations shall be binding upon the Optionee. No shares
may be issued until full payment of the purchase price therefor has been made.
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3. TERM OF OPTION. The term of the Option shall be for a period of ten
(10) years from the Date of Grant, subject to earlier termination or
cancellation as provided herein and in the Plan.
4. EXERCISE OF THE OPTION. This Option shall be exercisable in
installments (subject to the right of accumulation described below) so that this
Option shall be exercisable for 25% of the aggregate number of shares provided
in Paragraph I hereof at the end of first year of the term hereof and thereafter
shall be exercisable for 6.25% of such aggregate number of shares during each
calendar quarter during the term hereof (until it shall become fully vested at
the end of sixteen (16) calendar quarters from the Date of Grant); provided,
however, that this Option, or any unexercised portion hereof, shall become
immediately exercisable in full upon the occurrence of a Change of Control. To
the extent an installment is not exercised during the time stated, such
installment shall accumulate and be exercisable, in whole or in part, in any
subsequent period during the term of this Option. No fractional shares may be
issued pursuant to the exercise of this Option. Furthermore, the exercise of
this Option shall be subject to the condition that if at any time the Company
shall determine in its sole discretion that the satisfaction of withholding tax
or other withholding liabilities, or that the listing, registration, or
qualification of any share otherwise deliverable upon such exercise upon any
national securities exchange or under any state or federal law, or that the
report to, or consent or approval of, any regulatory body, is necessary or
desirable as a condition of, or in connection with, such exercise or the
delivery or purchase of shares pursuant thereto, then in any such event, such
exercise shall not be effective unless such withholding, listing, registration,
qualification, report, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Company.
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5. NOTICE OF ELECTION. Subject to the terms and conditions hereof,
Optionee may exercise this Option by delivering written notice to the Secretary
of the Company in person or by registered or certified mail, postage prepaid.
Such notice shall state the election to partially or totally exercise this
Option and the number of shares in respect of which it is being exercised, and
shall be signed by Optionee. Such notice shall be accompanied by payment as
provided for hereinbefore, in which event the Company shall deliver a
certificate or certificates, as may be requested by Optionee, representing such
shares as soon as practicable after the notice and payment shall be received.
The certificate or certificates for the shares as to which the Option shall have
been exercised shall be registered as designated in the notice. In the event the
Option shall be exercised, pursuant to Paragraph 10 hereof, by any person or
persons other than the Optionee, such notice shall be accompanied by proof
deemed appropriate by the Company of the right of such person or persons to
exercise the Option. All shares that shall be purchased upon the exercise of
this Option as provided herein shall be fully paid and non-assessable.
6. TAX BENEFIT RIGHT. The Board may in its sole discretion at any time
prior to the exercise of this Option grant to Optionee a bonus in an amount in
cash not to exceed the then existing maximum statutory Federal income tax rate
(including any surtax or similar charge or assessment) for individual taxpayers
multiplied by the amount of income, if any, realized by Optionee for Federal
income tax purposes as a result of the exercise of this Option. Any such
payment, if granted, shall be made by the Company upon the due date for such
taxes in the form of a check payable to the Internal Revenue Service for the
account of Optionee, or in such other manner as the Board in its sole discretion
may determine. Any such payment shall otherwise be made upon such terms and
conditions as may from time to time be determined by the Board and
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such right shall be subject to limitation (as to term, amount, or otherwise) and
to cancellation at any time by the Board in its sole discretion.
7. COMPANY LOAN. (a) Subject to the provisions of subparagraph (b)
below, upon request of Optionee made at least three (3) business days prior to
the intended exercise date, the Board may (on such exercise date) loan to
Optionee an amount equal to the excess of the aggregate option price of the
Common Stock which Optionee is then electing to purchase pursuant to the
exercise of this Option, or any part hereof, over the aggregate par value of
such Common Stock, less any other consideration delivered by Optionee upon such
exercise, provided that Optionee shall execute a promissory note for such
amount, payable to the order of the Company, in such form as is in accordance
with the provisions of the Plan and as is otherwise satisfactory to the Board.
(b) The Company shall have an obligation to make a loan to
Optionee only if the Board shall have determined in its sole discretion prior to
the exercise date that such loan should be made, but shall have no such
obligation if the Board shall have thereafter canceled or suspended the
operation of the loan provisions of the Plan, or if the loan and/or other loans
to be made at such time would exceed any limit on the maximum amount of loans
that may be made under the Plan established from time to time by the Board in
its discretion.
(c) Such loan shall further be conditioned upon the delivery by
Optionee of such collateral as may be required by the Board and the execution by
Optionee of such stock powers or other instruments which the Board may deem
necessary or advisable in connection with such loan and creation of such
security interest.
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8. NON-TRANSFERABILITY. Other than by will or by laws of descent and
distribution, this Option shall be assignable or transferable by Optionee only
if and under terms and conditions approved by the Board in its sole discretion.
Neither this Option nor the shares covered hereby shall be pledged or
hypothecated in any way. Neither this Option nor the shares covered hereby shall
be subject to the execution, attachment, or similar process except with the
prior written consent of the Board.
9. TERMINATION OF SERVICE AS CORPORATE SECRETARY. In the event that
Optionee shall at any time hereafter cease to serve as Corporate Secretary of
the Company for any reason, including, but not limited to, her retirement,
permanent disability or death, any part of the Option granted hereunder which
has not been exercised by the date of such cessation shall, on the date of such
cessation, become immediately exercisable and may be exercised by Optionee, or
by the Optionee's Successor, provided the Option is exercised prior to the date
of its expiration.
10. ADJUSTMENTS. The number of shares of Common Stock covered by this
Option and the option price may be adjusted to reflect, as deemed appropriate by
the Board in its discretion, any stock dividend, stock split, share combination,
exchange of shares, recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like of or by the Company. Decisions by the
Board as to what adjustments shall be made, and the extent thereof, shall be
final, binding and conclusive on Optionee.
11. NO OTHER RIGHTS OR OBLIGATIONS. Optionee shall have no rights by
reason of this Option as a stockholder with respect to any shares covered
thereby until the date of the issuance of one or more stock certificates to her
for such shares pursuant to the due exercise of the Option. The granting of this
Option shall not confer on Optionee any continued right to employment or
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tenure as an officer of the Company or any additional rights other than as
expressly provided for herein. There is no obligation upon Optionee to exercise
this Option or any part thereof.
12. DEFINED TERMS. Unless otherwise defined herein, the capitalized
terms used herein shall have the same meaning given to such terms in the Plan.
IN WITNESS WHEREOF, Dallas Semiconductor Corporation and Optionee have
executed this Stock Option Agreement as of the date first above written.
Address for Notices: DALLAS SEMICONDUCTOR CORPORATION
0000 Xxxxx Xxxxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000 By: By: /s/ X. X. Xxxxxxx
----------------------------------
X. X. Xxxxxxx
Title:
----------------------------------
Chairman of the Board, President
and Chief Executive Officer
000 Xxxxx Xxxxx /s/ Xxxxx X. Xxxxx
------------------------------ ----------------------------------------
Xxxxx X. Xxxxx, Optionee
Xxxxx Xxxxxxx, XX 00000
------------------------------
Address of Optionee
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