Exhibit 4.2
ACTEL CORPORATION
1993 EMPLOYEE STOCK PURCHASE
PLAN
Amended and Restated as of
April 23, 2009
The following constitute
the provisions of the 1993 Employee Stock Purchase Plan of Actel
Corporation.
1.
Purpose. The purpose of the Plan is to
provide employees of the Company and its Designated Subsidiaries
with an opportunity to purchase Common Stock of the Company through
accumulated payroll deductions. It is the intention of the Company
that the Plan qualify as an “Employee Stock Purchase
Plan” under Section 423 of the Code. The provisions of
the Plan, accordingly, shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that
section of the Code.
2.
Definitions.
(a) “
Board” shall mean the Board of Directors of the
Company.
(b) “
Code” shall mean the Internal Revenue Code of
1986, as amended.
(c) “
Common Stock” shall mean the Common Stock of the
Company.
(d) “
Company” shall mean Actel Corporation, a
California corporation.
(e) “
Compensation” shall mean all base straight time
gross earnings including commissions, overtime and shift premiums,
and all incentive compensation, incentive payments, bonuses and
other compensation.
(f) “
Designated Subsidiaries” shall mean the
Subsidiaries which have been designated by the Board from time to
time in its sole discretion as eligible to participate in the
Plan.
(g) “
Employee” shall mean any individual who is an
employee of the Company or any Designated Subsidiary for tax
purposes whose employment with the Company or any Designated
Subsidiary averages at least twenty (20) hours per week and
more than five (5) months in any calendar year. For purposes
of the Plan, the employment relationship shall be treated as
continuing intact while the individual is on sick leave or other
leave of absence approved by the Company. Where the period of leave
exceeds 90 days and the individual’s right to
reemployment is not guaranteed either by statute or by contract,
the employment relationship will be deemed to have terminated on
the 91st day of such leave.
(h) “
Enrollment Date” shall mean the first day of each
Offering Period.
(i) “
Exercise Date” shall mean the last day of each
Offering Period.
(j) “
Fair Market Value” shall mean, as of any date, the
value of Common Stock determined as follows:
(i) If the Common
Stock is listed on any established stock exchange or a national
market system, including without limitation the National Market
System of the National Association of Securities Dealers, Inc.
Automated Quotation (“NASDAQ”) System, its Fair Market
Value shall be the closing sale price for the Common Stock (or the
mean of the closing bid and asked prices, if no sales were
reported), as quoted on such exchange (or the exchange with the
greatest volume of trading in Common Stock) or system on the date
of such determination, as reported in the Wall Street Journal or
such other source as the Board deems reliable, or;
(ii) If the Common
Stock is quoted on the NASDAQ system (but not on the National
Market System thereof) or is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean of the closing bid and asked prices
for the Common Stock on the date of such determination, as reported
in the Wall Street Journal or such other source as the Board deems
reliable, or;
(iii) In the
absence of an established market for the Common Stock, the Fair
Market Value thereof shall be determined in good faith by the
Board.
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(k) “
Offering Period” shall mean the period of
approximately twenty-four (24) months during which an option
granted pursuant to the Plan may be exercised. Offering Periods
shall commence on the first Trading Day on or after August 1 and
February 1 of each year and terminate on the last Trading Day of
the periods ending twenty-four (24) months later. The duration
and timing of Offering Periods may be changed pursuant to
Sections 4 and 19 of this Plan.
(l) “
Plan” shall mean this Employee Stock Purchase
Plan.
(m) “
Purchase Period” shall mean the approximately six
month period commencing after one Exercise Date and ending with the
next Exercise Date, except that the first Purchase Period of any
Offering Period shall commence on the Enrollment Date and end with
the next Exercise Date.
(n) “
Purchase Price” shall mean an amount equal to 85%
of the Fair Market Value of a share of Common Stock on the
Enrollment Date or on the Exercise Date, whichever is
lower.
(o) “
Reserves” shall mean the number of shares of
Common Stock covered by each option under the Plan which have not
yet been exercised and the number of shares of Common Stock which
have been authorized for issuance under the Plan but not yet placed
under options.
(p) “
Subsidiary” shall mean a corporation, domestic or
foreign, of which not less than 50% of the voting shares are held
by the Company or a Subsidiary, whether or not such corporation now
exists or is hereafter organized or acquired by the Company or a
Subsidiary.
(q) “
Trading Day” shall mean a day on which national
stock exchanges and the National Association of Securities Dealers
Automated Quotation (NASDAQ) System are open for
trading.
3.
Eligibility.
(a) Any Employee
(as defined in Section 2(g)), who shall be employed by the
Company on a given Enrollment Date shall be eligible to participate
in the Plan.
(b) Any provisions
of the Plan to the contrary notwithstanding, no Employee shall be
granted an option under the Plan (i) if immediately after the
grant, such Employee (or any other person whose stock would be
attributed to such Employee pursuant to Section 424(d) of the
Code) would own capital stock of the Company and/or hold
outstanding options to purchase such stock possessing five percent
(5%) or more of the total combined voting power or value of all
classes of the capital stock of the Company or of any Subsidiary,
or (ii) which permits his or her rights to purchase stock
under all employee stock purchase plans of the Company and its
subsidiaries to accrue at a rate which exceeds twenty-five thousand
dollars ($25,000) of Fair Market Value of such stock (determined at
the time such option is granted) for each calendar year in which
such option is outstanding at any time.
4.
Offering Periods. The Plan shall be
implemented by consecutive Offering Periods. Offering Periods shall
commence on the first Trading Day on or after February 1 and August
1 of each year and terminate on the last Trading Day of the periods
ending twenty-four months later. The Board shall have the power to
change the duration of Offering Periods (including the commencement
dates thereof) with respect to future offerings without shareholder
approval if such change is announced at least five (5) days
prior to the scheduled beginning of the first Offering Period to be
affected.
5.
Participation.
(a) An eligible
Employee may become a participant in the Plan by completing a
subscription agreement authorizing payroll deductions (in the form
of Exhibit A to this Plan) and filing it with the
Company’s payroll office prior to the applicable Enrollment
Date.
(b) Payroll
deductions for a participant shall commence on the first payroll
following the Enrollment Date and shall end on the last payroll in
the Offering Period to which such authorization is applicable,
unless sooner terminated by the participant as provided in
Section 10 hereof.
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6.
Payroll Deductions.
(a) At the time a
participant files his or her subscription agreement, he or she
shall elect to have payroll deductions made on each pay day during
the Offering Period in an amount not exceeding fifteen percent
(15%) of the Compensation which he or she receives on each pay day
during the Offering Period, and the aggregate of such payroll
deductions during the Offering Period shall not exceed fifteen
percent (15%) of the participant’s Compensation during said
Offering Period; provided, however , that a
participant’s total payroll deductions used to purchase stock
under the Plan in any calendar year shall not exceed ten thousand
dollars ($10,000).
(b) All payroll
deductions made for a participant shall be credited to his or her
account under the Plan and will be withheld in whole percentages
only. A participant may not make any additional payments into such
account.
(c) A participant
may discontinue his or her participation in the Plan as provided in
Section 10 hereof, or may decrease the rate of his or her
payroll deductions during the Offering Period by filing with the
Company a new subscription agreement authorizing a change in
payroll deduction rate. A participant may not increase the rate of
his or her payroll deductions during a Purchase Period. The Board
may, in its discretion, limit the number of participation rate
changes during any Offering Period. The change in rate shall be
effective with the first full payroll period following five
(5) business days after the Company’s receipt of the new
subscription agreement unless the Company elects to process a given
change in participation more quickly. A participant’s
subscription agreement shall remain in effect for successive
Offering Periods unless terminated as provided in Section 10
hereof.
(d) Notwithstanding
the foregoing, to the extent necessary to comply with
Section 423(b)(8) of the Code and Section 3(b) hereof, a
participant’s payroll deductions may be decreased to 0% if
the following should occur: For the Purchase Periods that end
during a single calendar year, the sum of all payroll deductions
that have been used to purchase stock under the Plan plus all
payroll deductions accumulated for the purchase of stock equals
$21,250. Payroll deductions shall recommence at the rate provided
in such participant’s subscription agreement at the beginning
of the first Purchase Period which is scheduled to end in the
subsequent calendar year, unless terminated by the participant as
provided in Section 10 hereof.
(e) At the time the
option is exercised, in whole or in part, or at the time some or
all of the Company’s Common Stock issued under the Plan is
disposed of, the participant must make adequate provision for the
Company’s federal, state, or other tax withholding
obligations, if any, which arise upon the exercise of the option or
the disposition of the Common Stock. At any time, the Company may,
but will not be obligated to, withhold from the participant’s
compensation the amount necessary for the Company to meet
applicable withholding obligations, including any withholding
required to make available to the Company any tax deductions or
benefits attributable to sale or early disposition of Common Stock
by the Employee.
7.
Grant of Option. On the Enrollment Date
of each Offering Period, each eligible Employee participating in
such Offering Period shall be granted an option to purchase on the
Exercise Date of such Offering Period (at the applicable Purchase
Price) up to a number of shares of the Company’s Common Stock
determined by dividing such Employee’s payroll deductions
accumulated prior to such Exercise Date and retained in the
Participant’s account as of the Exercise Date by the
applicable Purchase Price; provided that such purchase shall be
subject to the limitations set forth in Sections 3(b) and 12
hereof; provided, further, that in no event shall any Employee
purchase in excess of ten thousand shares in any Offering Period.
Exercise of the option shall occur as provided in Section 8
hereof, unless the participant has withdrawn pursuant to
Section 10 hereof, and the option shall expire on the last day
of the Offering Period.
8.
Exercise of Option. Unless a participant
withdraws from the Plan as provided in Section 10 hereof, his
or her option for the purchase of shares will be exercised
automatically on the Exercise Date, and the maximum number of full
shares subject to the option shall be purchased for such
participant at the applicable Purchase Price with the accumulated
payroll deductions in his or her account. No fractional shares will
be purchased; any payroll deductions accumulated in a
participant’s account which are not sufficient to purchase a
full share shall be retained in the participant’s account for
the subsequent Purchase Period, subject to earlier withdrawal by
the participant as provided in Section 10 hereof. Any other
monies left over in a participant’s account after the
Exercise Date shall be returned to the participant. During a
participant’s lifetime, a participant’s option to
purchase shares hereunder is exercisable only by him or
her.
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9.
Delivery. As promptly as practicable
after each Exercise Date on which a purchase of shares occurs, the
Company shall arrange the delivery to each participant, as
appropriate, of a certificate representing the shares purchased
upon exercise of his or her option.
10.
Withdrawal; Termination of Employment.
(a) A participant
may withdraw all but not less than all the payroll deductions
credited to his or her account and not yet used to exercise his or
her option under the Plan at any time by giving written notice to
the Company in the form of Exhibit B to this Plan. All of the
participant’s payroll deductions credited to his or her
account will be paid to such participant promptly after receipt of
notice of withdrawal and such participant’s option for the
Offering Period will be automatically terminated, and no further
payroll deductions for the purchase of shares will be made during
the Offering Period. If a participant withdraws from an Offering
Period, payroll deductions will not resume at the beginning of the
succeeding Offering Period unless the participant delivers to the
Company a new subscription agreement.
(b) Upon a
participant’s ceasing to be an Employee (as defined in
Section 2(g) hereof), for any reason, he or she will be deemed
to have elected to withdraw from the Plan and the payroll
deductions credited to such participant’s account during the
Offering Period but not yet used to exercise the option will be
returned to such participant or, in the case of his or her death,
to the person or persons entitled thereto under Section 14
hereof, and such participant’s option will be automatically
terminated.
11.
Interest. No interest shall accrue on
the payroll deductions of a participant in the Plan.
12.
Stock.
(a) The maximum
number of shares of the Compan