Exhibit 10.5
ADDENDUM TO MASTER STOCK OPTION
AWARD AGREEMENT
TERMS AND
CONDITIONS
(For Grants of Nonqualified
Stock Options to Outside Directors)
This Addendum to Master Stock Option
Award Agreement (this “Addendum”) is entered into
between you (the “Participant” named below) and Cree,
Inc., a corporation formed under the laws of the State of North
Carolina (the “Company”) and modifies the existing
Master Stock Option Award Agreement (the “Agreement”)
between you and the Company.
1. This Addendum shall be effective
as of the 1st day of September 2009 (the “Effective
Date”). Capitalized terms used in this Addendum which are not
defined herein but are defined in the Agreement or the Plan shall
have the meanings specified in the Agreement or the Plan,
respectively.
2. The following new Section 2
shall apply with respect to Options granted to the Participant on
or after the Effective Date so long as the Participant is an
Outside Director at the time of the grant:
“2. Term of
Options . Unless sooner terminated in accordance with the
Plan or this Agreement or as otherwise provided in the Notice of
Grant, each Option will expire and cease to be exercisable upon the
first to occur of the following:
(a) the later of the expiration of
(i) one (1) year following your Termination of Service as
a member of the Board, whether or not you become an employee of the
Company or any other Employer prior to or upon terminating service
as a member of the Board, or (ii) the ninety
(90) calendar days following your Termination of Service,
provided that at the time of such termination you were a regular
full-time employee of the Company or any other Employer or a
regular part-time employee of the Company or any other Employer
scheduled to work a minimum of 30 hours per week, except
