Exhibit 10.23
[XXXXXXXXX
SEMICONDUCTOR XXXXXXXXX SEMICONDUCTOR STOCK PLAN
LOGO] NON-QUALIFIED STOCK OPTION AGREEMENT
This is a Non-Qualified Stock Option Agreement under the Xxxxxxxxx Semiconductor
Stock Plan, dated APRIL 28, 2003 (the Grant Date) between Xxxxxxxxx
Semiconductor International, Inc. (the Company) and XXXXXXX XXXXXXX, a regular
salaried employee of the Company or one of its subsidiaries (you or the
Optionee).
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OPTION GRANT; The Company grants you the option to purchase up to 35,000
EXERCISE PRICE shares of the Company's Class A Common Stock at an exercise
price of $11.50 per share. This option grant is subject to
the terms of the Xxxxxxxxx Semiconductor Stock Plan and to
the terms of this agreement. If there is a conflict between
the terms of this agreement and those of the Plan, the terms
of the Plan will govern. Capitalized terms not defined in
this agreement are defined in the Plan.
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OPTION TERM; The term of your option is 8 years and one day from the
VESTING Grant Date. Your option terminates at the end of the term
and cannot be exercised after the term. You can exercise
your option only to the extent it has vested. Your option
will vest in increments, as follows:
Percentage Vested
(including portion that
Vesting Date vested the preceding year)
1st Anniversary of Grant Date............. 25%
2nd Anniversary of Grant Date............. 50%
3rd Anniversary of Grant Date............. 75%
4th Anniversary of Grant Date............. 100%
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TERMINATION OF You must remain an employee of the Company or an Affiliate
EMPLOYMENT to be able to exercise your option, except as follows:
Retirement, Disability or death. If your employment
terminates because of your Retirement or Disability (as
those terms are defined in the Plan) or your death, then you
(or your estate) will have five years from your termination
date to exercise your option, unless the option term ends
earlier, in which case you (or your estate) will have until
the end of the term to exercise. In addition, if your
employment terminates because of your Retirement or
Disability and you die within the five-year exercise period,
your estate will have at least one year after your death to
exercise, unless the option term ends earlier, in which case
your estate will have until the end of the term to exercise.
Termination by the Company. If your employment is terminated
for Cause (as defined in the Plan), all options will be
terminated, whether or not vested, and you may have to repay
any gains on prior exercised options. See Sections 5(l) and
12 of the Plan. If your employment is terminated by the
Company not for Cause and not as a result of your
Retirement, Disability or death, then you (or your estate)
will have 90 days from your termination date to exercise
your option, unless the option term ends earlier, in which
case you (or your estate) will have until the end of the
term to exercise.
All other cases. If your employment terminates because you
quit, or for any other reason other than those stated above,
you (or your estate, if you die within the period) will have
30 days from your termination date to exercise your option,
unless the option term ends earlier, in which case you (or
your estate) will have until the end of the term to
exercise.
Regardless of the cause of your termination, you (or your
estate) can exercise your option only to the extent it is
vested on your termination date.
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NON-TRANSFERABILITY Your option is not transferable except by will or the laws
of descent and distribution. During your lifetime only you
can exercise your option. This option shall not be subject
to attachment or similar process. Any attempted sale,
pledge, assignment, transfer or other disposition of your
option contrary to the provisions of this agreement or the
Plan, or the levy of any attachment or similar process upon
your option, shall be null and void without effect.
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SIGNATURES Your signature and the signature of an authorized officer of
the Company below indicate your and the Company's agreement
to the terms of this Non-Qualified Stock Option Agreement as
of the Grant Date.
XXXXXXXXX SEMICONDUCTOR
OPTIONEE: INTERNATIONAL, INC.
/s/ Xxxxxxx Xxxxxxx /s/ Xxxx X. Xxxx
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Xxxxxxx Xxxxxxx D0798 Xxxx X. Xxxx
Global ID/SSN: Chairman, President and CEO
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