Attached files
file | filename |
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EXCEL - IDEA: XBRL DOCUMENT - ALTERA CORP | Financial_Report.xls |
10-Q - FORM 10-Q - ALTERA CORP | c03030e10vq.htm |
EX-31.1 - EXHIBIT 31.1 - ALTERA CORP | c03030exv31w1.htm |
EX-31.2 - EXHIBIT 31.2 - ALTERA CORP | c03030exv31w2.htm |
EX-32.2 - EXHIBIT 32.2 - ALTERA CORP | c03030exv32w2.htm |
EX-32.1 - EXHIBIT 32.1 - ALTERA CORP | c03030exv32w1.htm |
EX-10.20 - EXHIBIT 10.20 - ALTERA CORP | c03030exv10w20.htm |
Exhibit 10.2
ALTERA CORPORATION
1987 EMPLOYEE STOCK PURCHASE PLAN
(as amended and restated May 6, 2010)
The following constitute the provisions of the 1987 Employee Stock Purchase Plan, as amended
and restated May 12, 2009, of Altera Corporation.
1. Purpose. The purpose of the Plan is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through
accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an
Employee Stock Purchase Plan under Section 423 of the Internal Revenue Code. The provisions of
the Plan, accordingly, shall be construed so as to extend and limit participation in a uniform and
nondiscriminatory basis consistent with the requirements of Section 423.
2. Definitions.
(a) Administrator shall mean the Board or any Committee designated by the Board to
administer the plan pursuant to Section 15 of the Plan.
(b) Board shall mean the Board of Directors of the Company.
(c) Change of Control shall mean the occurrence of any of the following events:
(i) Any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the beneficial owner (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or more of the total
voting power represented by the Companys then outstanding voting securities; or
(ii) The consummation of the sale or disposition by the Company of all or substantially all of
the Companys assets; or
(iii) The consummation of a merger or consolidation of the Company, with any other
corporation, other than a merger or consolidation that would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity or its parent) at
least fifty percent (50%) of the total voting power represented by the voting securities of the
Company, or such surviving entity or its parent outstanding immediately after such merger or
consolidation.
(iv) A change in the composition of the Board, as a result of which fewer than a majority of
the Directors are Incumbent Directors. Incumbent Directors shall mean Directors who either (A)
are Directors of the Company, as applicable, as of the date hereof, or (B) are elected, or
nominated for election, to the Board with the affirmative votes of at least a
majority of those Directors whose election or nomination was not in connection with any
transaction described in subsections (i), (ii) or (iii) or in connection with an actual or
threatened proxy contest relating to the election of directors of the Company.
(d) Code shall mean the Internal Revenue Code of 1986, as amended.
(e) Committee means a committee of the Board appointed by the Board in accordance
with Section 15 hereof.
(f) Common Stock shall mean the common stock of the Company.
(g) Company shall mean Altera Corporation, a Delaware corporation.
(h) Compensation shall mean all base straight time gross earnings, sales commissions
and sales incentives, but exclusive of payments for overtime, shift premiums, other incentive
payments, bonuses or other compensation.
(i) Designated Subsidiary shall mean any Subsidiary selected by the Administrator as
eligible to participate in the Plan.
(j) Eligible Employee shall mean any individual who is a common law employee of the
Company or any Designated Subsidiary and whose customary employment with the Company or Designated
Subsidiary is at least twenty (20) hours per week and more than five (5) months in any calendar
year. For purposes of the Plan, the employment relationship shall be treated as continuing intact
while the individual is on sick leave or other leave of absence approved by the Company. Where the
period of leave exceeds 90 days and the individuals right to reemployment is not guaranteed either
by statute or by contract, the individual shall be deemed to have withdrawn from the Plan on the
91st day of such leave.
(k) Exercise Date shall mean the Trading Day on or before April 30th and October
31st of each year.
(l) Fair Market Value shall mean, as of any date, the value of Common Stock
determined as follows:
(i) If the Common Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of
The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or
the closing bid, if no sales were reported) as quoted on such exchange or system on the date of
determination, as reported in The Wall Street Journal or such other source as the Board deems
reliable;
(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value shall be the mean of the closing bid and asked
prices for the Common Stock on the date of determination, as reported in The Wall Street Journal or
such other source as the Board deems reliable;
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(iii) In the absence of an established market for the Common Stock, the Fair Market Value
thereof shall be determined in good faith by the Board; or
(iv) For purposes of the Offering Date of the first Offering Period under the Plan, the Fair
Market Value shall be the initial price to the public as set forth in the final prospectus included
within the registration statement in Form S-1 filed with the Securities and Exchange Commission for
the initial public offering of the Companys Common Stock (the Registration Statement).
(m) Offering Date shall mean the first Trading Day of each Offering Period.
(n) Offering Periods shall mean the periods of approximately twelve (12) months
during which an option granted pursuant to the Plan may be exercised, usually commencing on the
first Trading Day on or after May 1st and November 1st of each year and terminating on the Trading
Day on or before April 30th and October 31st. The duration and timing of Offering Periods may be
changed pursuant to Section 4 of this Plan.
(o) Plan shall mean this Employee Stock Purchase Plan.
(p) Purchase Period shall mean the approximately six (6) month period commencing on
one Exercise Date and ending with the next Exercise Date, except that the first Purchase Period of
any Offering Period shall commence on the Offering Date and end with the next Exercise Date.
(q) Purchase Price shall mean 85% of the Fair Market Value of a share of Common
Stock on the Offering Date or on the Exercise Date, whichever is lower; provided however, that the
Purchase Price may be adjusted by the Administrator pursuant to Section 20.
(r) Subsidiary shall mean a subsidiary corporation, whether now or hereafter
existing, as defined in Section 424(f) of the Code.
(s) Trading Day shall mean a day on which national stock exchanges and the Nasdaq
System are open for trading.
3. Eligibility.
(a) Subsequent Offering Periods. Any Eligible Employee on a given Offering Date shall
be eligible to participate in the Plan.
(b) Limitations. Any provisions of the Plan to the contrary notwithstanding, no
Eligible Employee shall be granted an option under the Plan (i) to the extent that, immediately
after the grant, such Eligible Employee (or any other person whose stock would be attributed to
such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the
Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of the capital stock of the Company or
of any Subsidiary, or (ii) to the extent that his or her rights to purchase stock under all
employee stock purchase plans of the Company and its subsidiaries accrues at a rate that
exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at the Fair Market
Value of the shares at the time such option is granted) for each calendar year in which such option
is outstanding at any time.
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4. Offering Periods. The Plan shall be implemented by consecutive, overlapping
Offering Periods with a new Offering Period commencing on the first Trading Day on or after May
1st and November 1st each year, or on such other date as the Board shall
determine, and continuing thereafter until terminated in accordance with Section 21 hereof. The
Board shall have the power to change the duration of Offering Periods (including the commencement
dates thereof) with respect to future offerings without shareholder approval if such change is
announced prior to the scheduled beginning of the first Offering Period to be affected thereafter.
5. Subsequent Offering Periods. An Eligible Employee may become a participant in the
Plan by completing a subscription agreement authorizing payroll deductions in the form of Exhibit A
to this Plan and filing it with the Companys Stock Administration Department prior to the
applicable Offering Date.
6. Payroll Deductions.
(a) At the time a participant files his or her subscription agreement, he or she shall elect
to have payroll deductions made on each pay day during the Offering Period in an amount not
exceeding 10% of the Compensation that he or she receives on each pay day during the Offering
Period; provided, however, that should a pay day occur on an Exercise Date, a participant shall
have the payroll deductions made on such day applied to his or her account under the new Offering
Period or Purchase Period, as the case may be. A participants subscription agreement shall remain
in effect for successive Offering Periods unless terminated as provided in Section 11 hereof.
(b) Payroll deductions for a participant shall commence on the first payday following the
Offering Date and shall end on the last payday in the Offering Period to which such authorization
is applicable, unless sooner terminated by the participant as provided in Section 11 hereof.
(c) All payroll deductions made for a participant shall be credited to his or her account
under the Plan and shall be withheld in whole percentages only. A participant may not make any
additional payments into such account.
(d) A participant may discontinue his or her participation in the Plan as provided in Section
11 hereof, or decrease the rate of his or her payroll deductions during the Offering Period by
completing or filing with the Company a new subscription agreement authorizing a change in payroll
deduction rate. A participant may increase his or her rate of payroll deductions only for a
subsequent Offering Period in which he or she is scheduled to participate and may not increase his
or her rate of payroll deductions during an outstanding Offering Period in which such participant
is currently participating. The Administrator may, in its discretion, limit the nature and/or
number of participation rate changes during any Offering Period. Any decrease in rate shall be
effective fifteen (15) days following the Companys receipt of the notification.
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(e) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of
the Code and Section 3(b) hereof, the Administrator may decrease a participants payroll deductions
to zero percent (0%) at any time during a Purchase Period. Payroll deductions shall recommence at
the rate provided in such participants subscription agreement at the beginning of the first
Purchase Period that is scheduled to end in the following calendar year, unless terminated by the
participant as provided in Section 11 hereof.
(f) At the time the option is exercised, in whole or in part, or at the time some or all of
the Companys Common Stock issued under the Plan is disposed of, the participant must make adequate
provision for the Companys federal, state, or other tax withholding obligations, if any, which
arise upon the exercise of the option or the disposition of the Common Stock. At any time, the
Company may, but shall not be obligated to, withhold from the participants compensation the amount
necessary for the Company to meet applicable withholding obligations, including any withholding
required to make available to the Company any tax deductions or benefits attributable to sale or
early disposition of Common Stock by the Eligible Employee.
7. Grant of Option. On the Offering Date of each Offering Period, each Eligible
Employee participating in such Offering Period shall be granted an option to purchase on each
Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of
shares of the Companys Common Stock determined by dividing such Eligible Employees payroll
deductions accumulated prior to such Exercise Date and retained in the Participants account as of
the Exercise Date by the applicable Purchase Price; provided that in no event shall an Eligible
Employee be permitted to purchase during each Purchase Period more than 10,000 shares of the
Companys Common Stock (subject to any adjustment pursuant to Section 20 hereof), and provided
further that such purchase shall be subject to the limitations set forth in Section 3(b) and other
sections of the Plan that may limit such number. The Eligible Employee may accept the grant of
such option by turning in a completed Subscription Agreement to the Company on or prior to an
Offering Date. The Administrator may, for future Offering Periods, increase or decrease, in its
absolute discretion, the maximum number of shares of the Companys Common Stock an Eligible
Employee may purchase during each Purchase Period of such Offering Period. Exercise of the option
shall occur as provided in Section 9 hereof, unless the participant has withdrawn pursuant to
Section 11 hereof. The option shall expire on the last day of the Offering Period.
8. Automatic Transfer to Low Price Offering Period. To the extent permitted by any
applicable laws, regulations, or stock exchange rules, if the Fair Market Value of the Common Stock
on any Exercise Date in an Offering Period is lower than the Fair Market Value of the Common Stock
on the Offering Date of such Offering Period, then all participants in such Offering Period shall
be automatically withdrawn from such Offering Period immediately after the exercise of their option
on such Exercise Date and automatically re-enrolled in the immediately following Offering Period.
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9. Exercise of Option.
(a) Unless a participant withdraws from the Plan as provided in Section 11 hereof, his or her
option for the purchase of shares shall be exercised automatically on the Exercise Date, and the
maximum number of full shares subject to option shall be purchased for such participant at the
applicable Purchase Price with the accumulated payroll deductions in his or her account. No
fractional shares shall be purchased; any payroll deductions accumulated in a participants account
that are not sufficient to purchase a full share shall be refunded to participant in a subsequent
paycheck. Any other funds left over in a participants account after the Exercise Date shall be
returned to the participant. During a participants lifetime, a participants option to purchase
shares hereunder is exercisable only by him or her.
(b) If the Administrator determines that, on a given Exercise Date, the number of shares with
respect to which options are to be exercised may exceed (i) the number of shares of Common Stock
that were available for sale under the Plan on the Offering Date of the applicable Offering Period,
or (ii) the number of shares available for sale under the Plan on such Exercise Date, the
Administrator may in its sole discretion (1) provide that the Company shall make a pro rata
allocation of the shares of Common Stock available for purchase on such Offering Date or Exercise
Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in
its sole discretion to be equitable among all participants exercising options to purchase Common
Stock on such Exercise Date, and continue all Offering Periods then in effect, or (2) provide that
the Company shall make a pro rata allocation of the shares available for purchase on such Offering
Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it
shall determine in its sole discretion to be equitable among all participants exercising options to
purchase Common Stock on such Exercise Date, and terminate any or all Offering Periods then in
effect pursuant to Section 21 hereof. The Company may make pro rata allocation of the shares
available on the Offering Date of any applicable Offering Period pursuant to the preceding
sentence, notwithstanding any authorization of additional shares for issuance under the Plan by the
Companys shareholders subsequent to such Offering Date.
10. Delivery. As soon as reasonably practicable after each Exercise Date on which a
purchase of shares occurs, the Company shall arrange the delivery to each participant the shares
purchased upon exercise of his or her option in a form determined by the Administrator.
11. Withdrawal.
(a) A participant may withdraw all but not less than all the payroll deductions credited to
his or her account and not yet used to exercise his or her option under the Plan at any time by
giving written notice to the Company. All of the participants payroll deductions credited to his
or her account shall be paid to such participant promptly after receipt of notice of withdrawal and
such participants option for the Offering Period shall be automatically terminated, and no further
payroll deductions for the purchase of shares shall be made for such Offering Period. If a
participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning
of the succeeding Offering Period unless the participant delivers to the Company a new Subscription
Agreement.
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(b) A participants withdrawal from an Offering Period shall not have any effect upon his or
her eligibility to participate in any similar plan that may hereafter be adopted by the Company or
in succeeding Offering Periods that commence after the termination of the Offering Period from
which the participant withdraws.
12. Termination of Employment. In the event a participant ceases to be an Eligible
Employee prior to the Exercise Date of the Offering Period in question for any reason, including
retirement or death, the payroll deductions credited to the participants account will be returned
to the participant, or in the case of the participants death, to the person or persons entitled
thereto pursuant to Section 16 of the Plan, and the participants option will automatically
terminate.
13. Interest. No interest shall accrue on the payroll deductions of a participant in
the Plan.
14. Stock.
(a) Subject to adjustment upon changes in capitalization of the Company as provided in Section
20 hereof, the maximum number of shares of the Companys Common Stock that shall be made available
for sale under the Plan shall be 24,700,000.
(b) Until the shares are issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), a participant shall only have the
rights of an unsecured creditor with respect to such shares, and no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to such shares.
(c) Shares to be delivered to a participant under the Plan shall be registered in the name of
the participant or in the name of the participant and his or her spouse.
15. Administration. The Administrator shall administer the Plan and shall have full
and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to
determine eligibility and to adjudicate all disputed claims filed under the Plan. Every finding,
decision and determination made by the Administrator shall, to the full extent permitted by law, be
final and binding upon all parties.
16. Designation of Beneficiary.
(a) Unless otherwise prohibited by applicable law, a participant may file a written
designation of a beneficiary who is to receive any shares and cash, if any, from the participants
account under the Plan in the event of such participants death subsequent to an Exercise Date on
which the option is exercised but prior to delivery to such participant of such shares and cash.
In addition, a participant may file a written designation of a beneficiary who is to receive any
cash from the participants account under the Plan in the event of such participants death prior
to exercise of the option. If a participant is married and the designated beneficiary is not the
spouse, spousal consent shall be required for such designation to be effective.
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(b) Such designation of beneficiary may be changed by the participant at any time by written
notice. In the event of the death of a participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such participants death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of the Company), the
Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more
dependents or relatives of the participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.
(c) All beneficiary designations shall be in such form and manner as the Administrator may
designate from time to time.
17. Transferability. Neither payroll deductions credited to a participants account
nor any rights with regard to the exercise of an option or to receive shares under the Plan may be
assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of
descent and distribution, or as provided in Section 16 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without effect, except that
the Company may treat such act as an election to withdraw funds from an Offering Period in
accordance with Section 11 hereof.
18. Use of Funds. All payroll deductions received or held by the Company under the
Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated
to segregate such payroll deductions. Until shares are issued, participants shall only have the
rights of an unsecured creditor.
19. Reports. Individual accounts shall be maintained for each participant in the
Plan. Statements of account shall be given to participating Eligible Employees at least annually,
which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number
of shares purchased and the remaining cash balance, if any.
20. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Change
of Control.
(a) Changes in Capitalization. Subject to any required action by the shareholders of
the Company, the maximum number of shares of the Companys Common Stock that shall be made
available for sale under the Plan, the maximum number of shares each participant may purchase each
Purchase Period (pursuant to Section 7), as well as the price per share and the number of shares of
Common Stock covered by each option under the Plan that have not yet been exercised, shall be
proportionately adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other change in the number of shares of Common Stock
effected without receipt of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been effected without receipt of
consideration. Such adjustment shall be made by the Administrator, whose determination in that
respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance
by the Company of shares of stock of any class,
or securities convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares of Common Stock
subject to an option.
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(b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Offering Period then in progress shall be shortened by setting a
new Exercise Date (the New Exercise Date), and shall terminate immediately prior to the
consummation of such proposed dissolution or liquidation, unless provided otherwise by the
Administrator. The New Exercise Date shall be before the date of the Companys proposed
dissolution or liquidation. The Administrator shall notify each participant in writing, at least
ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participants
option has been changed to the New Exercise Date and that the participants option shall be
exercised automatically on the New Exercise Date, unless prior to such date the participant has
withdrawn from the Offering Period as provided in Section 11 hereof.
(c) Merger or Change of Control. In the event of a merger or Change of Control, each
outstanding option shall be assumed or an equivalent option substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the option, any Purchase Periods then in
progress shall be shortened by setting a New Exercise Date and any Offering Periods then in
progress shall end on the New Exercise Date. The New Exercise Date shall be before the date of the
Companys proposed merger or Change of Control. The Administrator shall notify each participant in
writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for
the participants option has been changed to the New Exercise Date and that the participants
option shall be exercised automatically on the New Exercise Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in Section 11 hereof.
21. Amendment or Termination.
(a) The Administrator may at any time and for any reason terminate or amend the Plan. Except
as otherwise provided in the Plan, no such termination can affect options previously granted,
provided that an Offering Period may be terminated by the Administrator on any Exercise Date if the
Administrator determines that the termination of the Offering Period or the Plan is in the best
interests of the Company and its shareholders. Except as provided in Section 20 and this Section
21 hereof, no amendment may make any change in any option theretofore granted which adversely
affects the rights of any participant. To the extent necessary to comply with Section 423 of the
Code (or any successor rule or provision or any other applicable law, regulation or stock exchange
rule), the Company shall obtain shareholder approval in such a manner and to such a degree as
required.
(b) Without shareholder consent and without regard to whether any participant rights may be
considered to have been adversely affected, the Administrator shall be entitled to change the
Offering Periods, limit the frequency and/or number of changes in the amount withheld during an
Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other
than U.S. dollars, permit payroll withholding in excess of the amount
designated by a participant in order to adjust for delays or mistakes in the Companys
processing of properly completed withholding elections, establish reasonable waiting and adjustment
periods and/or accounting and crediting procedures to ensure that amounts applied toward the
purchase of Common Stock for each participant properly correspond with amounts withheld from the
participants Compensation, and establish such other limitations or procedures as the Administrator
determines in its sole discretion advisable which are consistent with the Plan.
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(c) In the event the Administrator determines that the ongoing operation of the Plan may
result in unfavorable financial accounting consequences, the Board may, in its discretion and to
the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting
consequence including, but not limited to:
(i) increasing the Purchase Price for any Offering Period, including an Offering Period
underway at the time of the change in Purchase Price;
(ii) shortening any Offering Period so that Offering Period ends on a new Exercise Date,
including an Offering Period underway at the time of the Board action; and
(iii) allocating shares.
Such modifications or amendments shall not require stockholder approval or the consent of any Plan
participants.
22. Notices. All notices or other communications by a participant to the Company
under or in connection with the Plan shall be deemed to have been duly given when received in the
form and manner specified by the Company at the location, or by the person, designated by the
Company for the receipt thereof.
23. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an
option unless the exercise of such option and the issuance and delivery of such shares pursuant
thereto comply with all applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
As a condition to the exercise of an option, the Company may require the person exercising
such option to represent and warrant at the time of any such exercise that the shares are being
purchased only for investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.
24. Term of Plan. The Plan shall become effective upon the earlier to occur of its
adoption by the Board of Directors or its approval by the shareholders of the Company. It shall
continue in effect until terminated under Section 21 hereof.
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