EXHIBIT 10.3
ALTERA CORPORATION
STOCK OPTION AWARD
AGREEMENT
2005 EQUITY INCENTIVE
PLAN
(U.S. 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 60 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) Cessation
of Vesting Due to Employee Schedule Change . In the event an
employee of the Company or a Subsidiary, who is regularly scheduled
to work twenty (20) hours or more per week, voluntarily chooses
(i.e., other than for reasons protected by law) to reduce his or
her work schedule with the Company to fewer than twenty (20) hours
per week, the Shares subject to the Option shall cease to vest
during the period of time in which such employee regularly
maintains such a schedule.
U.S. Award Agreement
(Options)
Shares subject to the Option
shall begin to vest again once such employee is regularly scheduled
to work twenty (20) hours or more per week. The Committee shall
make the determination as to when vesting shall cease or begin
again. The Committee may, in its discretion, permit Shares subject
to the Option to continue to vest during the time that such
employee is regularly scheduled to work fewer than (20) hours per
week.
(c) 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 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
