ACTEL CORPORATION
STOCK OPTION AGREEMENT
June 1, 2001
1. Grant of Option. Actel Corporation, a California corporation (the
"Company"), hereby grants to the Optionee named in the Notice of Grant (the
"Optionee") an option to purchase the total number of shares of Common Stock set
forth in the Notice of Grant (the "Shares") at the exercise price per share set
forth in the Notice of Grant (the "Exercise Price"), subject to the terms,
definitions, and provisions of the Plan identified in the Notice of Grant (the
"Plan"), which is incorporated herein by reference, this Stock Option Agreement
("Option Agreement"), and the Notice of Grant (the "Option"). As used herein,
"Notice of Grant" means each Notice of Stock Option Grant incorporating this
Option Agreement by reference. Unless otherwise defined herein, terms defined in
the Plan are used herein as defined in the Plan.
If designated an Incentive Stock Option, the Option is intended
to qualify as an Incentive Stock Option, as defined in Section 422 of the Code
("ISO"). However, even if the Option is designated an Incentive Stock Option, it
shall be treated as a Nonqualified Stock Option ("NQ") to the extent that it
exceeds the $100,000 rule of Code Section 422(d).
2. Exercise of Option. The Option shall be exercisable, in
accordance with the Vesting Schedule set out in the Noticeof Grant ("Vesting
Schedule") and with the provisions of the Plan, as follows:
(a) Right to Exercise.
(i) The Option may not be exercised for a fraction of a
share.
(ii) In the event of Optionee's death, disability, or other
termination of director, employee, or consultant status
with the Company, the exercisability of the Option is
governed by Sections 5, 6, and 7 below, subject to the
limitation contained in subsection 2(a)(iii).
(iii)In no event may the Option be exercised after the
Expiration Date set forth in the Notice of Grant
("Expiration Date").
(b) Method of Exercise. The Option shall be exercisable by
written notice (in the form attached as Exhibit A), which
shall state the election to exercise the Option, the number
of Shares in respect of which the Option is being exercised,
and such other representations and agreements as to the
holder's investment intent with respect to such shares of
Common Stock as may be required by the Company pursuant to
the provisions of the Plan. Such written notice shall be
signed by the Optionee and shall be delivered in person or
by certified mail to the Secretary of the Company. The
written notice shall be accompanied by payment of the
Exercise Price. The Option shall be deemed to be exercised
upon receipt by the Company of such written notice
accompanied by the Exercise Price.
No Shares will be issued pursuant to the exercise of an Option
unless such issuance and such exercise shall comply with all relevant provisions
of law and the requirements of any stock exchange upon which the Shares may then
be listed. Assuming such compliance, for income tax purposes the Shares shall be
considered transferred to the Optionee on the date on which the Option is
exercised with respect to such Shares.
3. Method of Payment. The method of payment for the Shares to be
issued upon exercise of an Option may consist entirely of cash, check,
promissory note, other Shares of Common Stock owned by the Optionee for more
than six months on the date of surrender having a fair market value on the date
of surrender equal to the aggregate exercise price of the Shares as to which
said option shall be exercised, delivery of a properly executed notice together
with such other documentation as the Committee and the broker, if applicable,
shall require to effect an exercise of the option and delivery to the Company of
the sale or loan proceeds required, or any combination of such methods of
payment, or such other consideration and method of payment for the issuance of
Shares to the extent permitted under Sections 408 and 409 of the California
General Corporation Law.
4. Restrictions on Exercise. The Option may not be exercised until
such time as the Plan has been approved by the shareholders of the Company, or
if the issuance of such Shares upon such exercise or the method of payment of
consideration for such Shares would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under
Part 207 of Title 12 of the Code of Federal Regulations ("Regulation U") as
promulgated by the Federal Reserve Board. As a condition to the exercise of the
Option, the Company may require Optionee to make any representation and warranty
to the Company as may be required by any applicable law or regulation.
5. Termination of Relationship. In the event of termination of
Optionee's Continuous Status as a Director, Employee, or Consultant, Optionee
may, to the extent otherwise so entitled at the date of such termination (the
"Termination Date"), exercise the Option for 30 days after termination of
Continuous Status as a Director, Employee, or Consultant, except as set out in
Sections 6 and 7 of this Option Agreement below (but in no event later than the
Expiration Date). To the extent that Optionee was not entitled to exercise the
Option at the Termination Date, or if Optionee does not exercise the Option
within the time specified herein, the Option shall terminate.
6. Disability of Optionee. Notwithstanding the provisions of Section
5 above, in the event a Director, Employee, or Consultant is unable to continue
his Continuous Status as a Director, Employee, or Consultant as a result of his
or her total and permanent disability (as defined in Section 22(e)(3) of the
Internal Revenue Code), he or she may, but only within six months (or such other
period of time not exceeding 12 months as is determined by the Board at the time
of grant of the Option) from the Termination Date, exercise the Option to the
extent he or she was entitled to exercise it at the Termination Date (or to such
greater extent as the Board may provide). To the extent that he or she was not
entitled to exercise the Option at the Termination Date, or if he or she does
not exercise such Option (to the extent exercisable) within the time specified
herein, the Option shall terminate.
7. Death of Optionee. Notwithstanding the provisions of Section 5
above, in the event of the death of an Optionee, the entire Option may be
exercised at any time within twelve (12) months following the date of death (but
in no event later than the expiration of the term of such Option as set forth in
the Notice of Grant) by the Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance. If the Optionee's estate
or a person who acquired the right to exercise the Option by bequest or
inheritance does not exercise the Option within the time specified herein, the
Option shall terminate.
8. Non-Transferability of Option. The Option may not be transferred
in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of Optionee only by him or her without
the prior written consent of the Administrator. The terms of this Option
Agreement shall be binding upon the executors, administrators, heirs,
successors, and assigns of the Optionee.
9. Term of Option. The Option may be exercised only in accordance
with the Plan and the terms of this Option Agreement, and in no event may the
Option be exercised after the Expiration Date.
10. Tax Consequences. Set forth below is a brief summary as of the
date of this Option Agreement of some of the federal and state tax consequences
of exercise of the Option and disposition of the Shares. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING
OF THE SHARES.
(a) Exercise of ISO. If the Option qualifies as an ISO, there
will be no regular federal income tax liability or state income tax
liability upon the exercise of the Option, although the excess, if any,
of the fair market value of the Shares on the date of exercise over the
Exercise Price will be treated as an adjustment to the alternative
minimum tax for federal tax purposes and may subject the Optionee to
the alternative minimum tax in the year of exercise.
(b) Exercise of Nonqualified Stock Option. If the Option does
not qualify as an ISO, there may be a regular federal income tax
liability and state income tax liability upon the exercise of the
Option. The Optionee will be treated as having received compensation
income (taxable at ordinary income tax rates) equal to the excess, if
any, of the fair market value of the Shares on the date of exercise
over the Exercise Price. If Optionee is an employee, the Company will
be required to withhold from Optionee's compensation or collect from
Optionee and pay to the applicable taxing authorities an amount equal
to a percentage of this compensation income at the time of exercise.
(c) Disposition of Shares. In the case of an NQ, if Shares are
held for at least one year, any gain realized on disposition of the
Shares will be treated as long-term capital gain for federal and state
income tax purposes. In the case of an ISO, if Shares transferred
pursuant to the Option are held for at least one year after exercise
and are disposed of at least two years after the Date of Grant, any
gain realized on disposition of the Shares will also be treated as
long-term capital gain for federal and state income tax purposes. If
Shares purchased under an ISO are disposed of within such one-year
period or within two years after the Date of Grant, any gain realized
on such disposition will be treated as compensation income (taxable at
ordinary income rates) to the extent of the difference between the
Exercise Price and the lesser of the fair market value of the Shares on
the date of exercise or the sale price of the Shares.
(d) Notice of Disqualifying Disposition of ISO Shares. If the
Option granted to Optionee herein is an ISO, and if Optionee sells or
otherwise disposes of any of the Shares acquired pursuant to the ISO on
or before the later of (i) the date two years after the Date of Grant
and (ii) the date one year after transfer of such Shares to the
Optionee upon exercise of the ISO, the Optionee shall immediately
notify the Company in writing of such disposition.
Optionee agrees that Optionee may be subject to income tax
withholding by the Company on the compensation income recognized by the Optionee
from the early disposition by payment in cash or out of the current earnings
paid to the Optionee.
11. Successors and Assigns. The Company may assign any of its
rights under this Option Agreement to single or multiple assignees, and the
rights and obligations of the Company under this Option Agreement shall inure to
the benefit of and be binding upon the successors and assigns of the Company.
Subject to the restrictions on transfer set forth herein, this Option Agreement
shall be inure to the benefit of and be binding upon Optionee and his or her
heirs, executors, administrators, successors, and assigns.
12. Interpretation. Any dispute regarding the interpretation of this
Option Agreement, including the Plan or the Notice of Grant incorporated herein
by reference, shall be submitted by Optionee or by the Company to the Company's
Board of Directors or the committee thereof that administers the Plan. The
resolution of such dispute by the Board or committee shall be final and binding
on the Company and on Optionee.
13. Governing Law; Severability. This Option Agreement, including
the Plan and the Notice of Grant incorporated herein by reference, shall be
governed by and construed in accordance with the laws of the State of
California, excluding the body of law pertaining to conflicts of law. Should any
provision of this Option Agreement be determined by a court of law to be illegal
or unenforceable, the other provisions shall nevertheless remain effective and
shall remain enforceable.
14. Notices. Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon personal delivery or
upon deposit in the United States mail, with postage and fees prepaid, addressed
to the other party at its address as shown below beneath its signature, or to
such other address as such party may designate in writing from time to time to
the other party.
15. Entire Agreement. This Option Agreement, including the Plan and
the Notice of Grant incorporated herein by reference, constitutes the entire
agreement of the parties, and supersedes all prior undertakings and agreements
of the Company and Optionee, with respect to the subject matter hereof.
EXHIBIT A
ACTEL CORPORATION
STOCK OPTION EXERCISE NOTICE
1. Exercise of Option. Effective as of today, _____________________,
_____, the undersigned ("Optionee") hereby elects to exercise Optionee's option
to purchase __________________ shares of the Common Stock (the "Shares") of
Actel Corporation (the "Company") under and pursuant to the Stock Option
Agreement dated July 1, 1999 (the "Option Agreement"), the Notice of Stock
Option Grant ("Notice of Grant") relating to grant number __________________
(the "Option"), and the plan referenced in the Notice of Grant (the "Plan"). The
purchase price for the Shares shall be $__________________, as required by the
Notice of Grant and the Option Agreement.
2. Delivery of Payment. Purchaser herewith delivers to the Company
the full purchase price for the Shares.
3. Representations of Purchaser. Purchaser acknowledges that
Purchaser has received, read, and understood the Plan, the Option Agreement, and
the Notice of Grant and agrees to abide by and be bound by their terms and
conditions.
4. Rights as Shareholder. Until the stock certificate evidencing
such Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a shareholder shall exist with
respect to the Optioned Stock, notwithstanding the exercise of the Option.
5. Tax Consultation. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.
6. Income Tax Withholding. Optionee agrees that Optionee may be
subject to income tax withholding by the Company on the compensation income
recognized by the Optionee from the early disposition by payment in cash or out
of the current earnings paid to the Optionee.
7. Further Instruments. The parties agree to execute such further
instruments and to take such further action as may be reasonable necessary to
carry out the purposes and intent of this Exercise Notice, the Plan, the Option
Agreement, and the Notice of Grant.
8. Entire Agreement; Governing Law; Successors and Assigns. The
Plan, the Option Agreement, and the Notice of Grant are incorporated herein by
this reference. This Exercise Notice, the Plan, the Option Agreement, and the
Notice of Grant constitute the entire agreement of the parties, and supersede
all prior undertakings and agreements of the Company and Optionee, with respect
to the subject matter hereof; are governed by California law, except for that
body of law pertaining to conflict of laws; and, subject to any restrictions on
transfer set forth in the Plan or the Option Agreement, are binding upon
Optionee and his or her heirs, executors, administrators, successors, and
assigns.
Submitted by: Received and Accepted by:
OPTIONEE: ACTEL CORPORATION
By:
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(Signature)
Name:
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Title:
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(Print Name) Date:
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Address: Address:
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