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Exhibit 10.2
[Semtech logo]
FORM OF
LONG-TERM STOCK INCENTIVE
PLAN
OPTION AWARD
CERTIFICATE
THIS AWARD is made this
[Date] by Semtech Corporation, a Delaware Corporation (the
“Company”), to [Name] (the
“Optionee”).
R E C I T A L
S
A. The Company has
established the Company’s Long-Term Stock Incentive Plan (the
“Plan”) in order to provide employees of the Company
with an opportunity to acquire shares of the Company’s common
stock (“Stock”).
B. The Plan Administrator has
determined that it would be in the best interests of the Company
and its stockholders to grant the option described in this Award
Certificate to the Optionee as compensation, as an inducement to
remain in the service of the Company, and as an incentive for
increasing efforts during such service.
NOW, THEREFORE, this Award is
made on the following terms and conditions:
1. Definitions and
Incorporation . The terms used in this Award Certificate shall
have the meanings given to such terms in the Plan. The Plan is
hereby incorporated in and made a part of this Award Certificate as
if fully set forth herein.
2. Grant of Option .
Pursuant to the Plan, the Company hereby grants to the Optionee as
of the date hereof the option to purchase all or any part of an
aggregate of [Amount] shares of Stock (the
“Option”), subject to adjustment in accordance with
Section 3(d) of the Plan. The Option is not intended to
qualify as an incentive stock option under Section 422A of the
Internal Revenue Code of 1986, as amended.
3. Option Price . The
price to be paid for Stock upon exercise of the Option or any part
thereof shall be $[Market Price] per share, which equals the last
trading price (in regular trading) of a share of Stock on the
Nasdaq stock market on the date of grant of the Award, or if the
Stock is not traded on such date, such price on the next succeeding
business day.
4. Right to Exercise .
Subject to the conditions set forth in this Award Certificate and
the Plan, the right to exercise the Option shall accrue as follows,
with no portion of the right to exercise accruing on any other date
( e.g. no pro-ration) except as specifically set forth in
this Award Certificate or the Plan:
[Vesting is generally in
equal annual installments over three or four years, beginning on
the first anniversary of the award date]
5. Securities Law
Requirements . No part of the Option shall be exercised if
counsel to the Company determines that any applicable registration
requirement under the Securities Act of 1933, as amended (the
“Securities Act”) or any other applicable requirement
of Federal or State law has not been met.
6. Term of Option .
The Option shall terminate in any event on the earliest of
(a) the [day before 6 year anniversary of grant] at 11:59 PM,
(b) the expiration of the period described in Paragraph 7
below, (c) the expiration of the period described in Paragraph
8 below, or, (d) the expiration of the period described in
Paragraph 9 below.
1 of 4
7. Exercise Following
Termination of Service . If the Optionee’s service with
the Company terminates for any reason, or no reason, whether
voluntarily or involuntarily, with or without cause, other than
death, disability or retirement, any portion of the Option granted
hereunder held by such person which is not then exercisable shall
terminate and any portion of the Option which is then exercisable
may be exercised within thirty (30) consecutive days after the
date of such cessation.
8. Exercise Following
Death or Disability . If the Optionee’s service with the
Company terminates by reason of the Optionee’s death or
disability (as defined below), the Option (to the extent it has not
previously been exercised and is then exercisable) may be exercised
within one year after the date of the Optionee’s death or
termination by reason of disability. In the case of death, the
exercise may be made by his or her representative or by the person
entitled thereto under the Optionee’s will or the laws of
descent and distribution, provided however, that such
representative or such person consents in writing to abide by and
be subject to the terms of the Plan and this Award Certificate and
such writing is delivered to the President of the Company. For
purposes hereof, “disability” shall mean a medically
determinable physical or mental impairment which has made an
individual incapable of engaging in any substantial gainful
activity. A condition shall be considered a disability only if
(i) it can be expected to result in death or has lasted or can
be expected to last for a continuous period of not less than twelve
(12) months, and (ii) the Plan Administrator, based on
medical evidence, has expressly determined that a disability
exists.
9. Exercise Following
Retirement . If the Optionee’s service with the Company
terminates by reason of retirement (as defined below) the Option
(to the extent it has not previously been exercised and is then
exercisable) may be exercised within ninety (90) days after
the date of the Optionee’s retirement. For purposes hereof,
“retirement” shall mean the voluntary cessation of
employment by an individual upon the attainment of age sixty-five
(65) and the completion of not less than twenty
(20) years of service with the Company or a
subsidiary.
10. Exercise Following
Change of Control . Notwithstanding any other provision to the
contrary contained herein, subject to the provisions of
Section 3(d) of the Plan, if within one year of a Change in
Control (as defined below), the Optionee is terminated without
cause or a Constructive Termination (as defined belo
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