Exhibit 10.9
AMENDMENT TO:
(1) THE SIRF TECHNOLOGY HOLDINGS,
INC. AMENDED AND RESTATED 1995 STOCK PLAN (THE " 1995 PLAN
")
(2) THE CENTRALITY
COMMUNICATIONS, INC. 1999 STOCK PLAN (THE " CENTRALITY PLAN
")
(3) THE TRUESPAN INCORPORATED
2004 STOCK INCENTIVE PLAN (THE “ TRUESPAN PLAN
”)
(4) THE SIRF TECHNOLOGY HOLDINGS,
INC. 2004 STOCK INCENTIVE PLAN (THE " 2004 PLAN
")
Pursuant to this amendment, each of
the 1995 Plan, the Centrality Plan, the TrueSpan Plan and the 2004
Plan (collectively, the “ SiRF Plans ”) is
hereby amended as follows, effective as of immediately upon the
consummation of the merger contemplated by that certain Agreement
and Plan of Merger between CSR plc, a company organized under the
laws of England and Wales (the “ Company ”),
Shannon Acquisition Sub, Inc., a Delaware corporation that is a
direct, wholly-owned subsidiary of the Company, and SiRF Technology
Holdings, Inc., a Delaware corporation (“ SiRF
”), dated February 9, 2009 (the “ Merger
,” and the consummation of the Merger, the “
Closing ”), pursuant to which SiRF will become a
direct-wholly-owned subsidiary of the Company:
1.
Termination of the 2004 Plan . The 2004 Plan is terminated
and no additional awards shall be issued thereunder; provided, that
each option (“ SiRF Option ”) to purchase shares
of common stock, par value $0.0001 per share, of SiRF (“
Common Stock ”) and each restricted stock unit with
respect to shares of Common Stock (“ SiRF RSU ”)
previously granted under the 2004 Plan and outstanding immediately
prior to the Closing shall remain outstanding and continue to be
governed by the terms and conditions of the 2004 Plan, as amended,
and the applicable award agreement.
2.
Use of Terms . All references in the SiRF Plans to
(a) “SiRF Technology Holdings, Inc.,”
“Centrality Communications, Inc.,” “TrueSpan
Incorporated,” “the Company” and the like shall
be deemed to refer to CSR plc, a company organized and existing
under the laws of England and Wales, (b) “common stock,
” “stock,” “share,” “Common
Stock,” “Stock,” and the like shall be deemed to
refer to ordinary shares, par value £0.001 per share, of the
Company (“ Ordinary Shares ”), and
(c) “the Committee,” “the Compensation
Committee,” and each other person or entity charged with
administering any SiRF Plan shall be deemed to refer to the Board
of Directors of the Company (the “ Board ”) or
the Remuneration Committee of the Board (together with the Board,
the “ Committee ”) without regard to any
provision of any SiRF Plan to the contrary or which purports to
prescribe the membership of any such administrative
body.
3.
Maximum Number of Ordinary Shares Issuable . Notwithstanding
anything in the applicable SiRF Plan to the contrary, the maximum
aggregate number of Ordinary Shares issuable pursuant to each SiRF
Plan from and after the Closing shall be the number of Ordinary
Shares subject to the “Converted Awards” (as
defin
