EXHIBIT 10.2
ALTERA CORPORATION
STOCK OPTION AWARD
AGREEMENT
2005 EQUITY INCENTIVE
PLAN
(Director Form)
Unless otherwise
defined herein, the terms defined in Altera’s 2005 Equity
Incentive Plan (the “Plan”) shall have the same defined
meanings in this Award Agreement (the
“Agreement”).
You have been
granted an option to purchase Shares (the “Option”),
subject to the terms and conditions of the Plan, the Notice of
Stock Option Grant (“Notice of Grant”) and this
Agreement.
1. Vesting
Rights . Subject to the applicable provisions of the Plan and
this Agreement, this Option may be exercised, in whole or in part,
in accordance with the schedule set forth in the Notice of
Grant.
2. Termination
Period .
(a) General
Rule . Except as provided below, and subject to Section 22.4 of
the Plan, this Option may be exercised for 90 days after
termination of Participant’s employment with the Company. In
no event shall this Option be exercised later than the
Term/Expiration Date set forth in the Notice of Grant.
(b) Death;
Disability . Upon the termination of Participant’s
employment with the Company by reason of his or her Disability or
death, or if a Participant dies within 30 days of the Termination
Date, this Option may be exercised for twelve months after the
Termination Date, provided that in no event shall this Option be
exercised later than the Term/Expiration Date set forth in the
Notice of Grant.
3. Grant of
Option . The Participant named in the Notice of Grant has been
granted an Option for the number of Shares set forth in the Notice
of Grant at the exercise price per Share set forth in the Notice of
Grant (the “Exercise Price”). Subject to Section 24 of
the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this
Agreement, the terms and conditions of the Plan shall
prevail.
If designated in
the Notice of Grant as an Incentive Stock Option
(“ISO”), this Option is intended to qualify as an
Incentive Stock Option under Section 422 of the Code. However, if
this Option is intended to be an Incentive Stock Option, to the
extent that it exceeds the $100,000 rule of Code Section 422(d) it
shall be treated as a Nonstatutory Stock Option
(“NSO”).
4. Exercise of
Option .
(a) Right to
Exercise . This Option is exercisable during its term in
accordance with the Vesting Schedule set forth in the Notice of
Grant and the applicable provisions of the Plan and this Agreement.
In the event of Participant’s death, Disability or other
termination of Participant’s employment relationship, the
exercisability of the Option is governed by the applicable
provisions of the Plan and this Agreement.
(b) Method of
Exercise . This Option is exercisable by delivery of an
exercise notice (the “Exercise Notice”), which shall
state the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised (the
“Exercised Shares”), and such other representations and
agreements as may be required by the Company pursuant to the
provisions of the Plan. The Exercise Notice shall be delivered in
person, by mail, via electronic mail or facsimile or by other
authorized
U.S. Award Agreement
(Options)
method to the Secretary of
the Company or other person designated by the Company. The Exercise
Notice shall be accompanied by payment of the aggregate Exercise
Price as to all Exercised Shares. This Option shall be deemed to be
exercised upon receipt by the Company of such fully executed
Exercise Notice accompanied by such aggregate Exercise
Price.
No Shares shall be
issued pursuant to the exercise of this Option unless such issuance
and exercise complies with all relevant provisions of law and the
requirements of any stock exchange or quotation service upon which
the Shares are then listed. Assuming such compliance, for income
tax purposes the Exercised Shares shall be considered transferred
to the Participant on the date the Option is exercised with respect
to such Exercised Shares.
5. Method of
Payment . Payment of the aggregate Exercise Price shall be by
any of the following, or a combination thereof, at the election of
the Participant:
(a) cash;
or
(b) check;
or
(c) “same
day sale” (as described in Section 11(e)(1) of the Plan);
or
(d) surrender of
other Shares which (i) in the case of Shares acquired upon exercise
of an option, have been owned by the Participant for more than
si
