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EMPLOYEE SHARE PURCHASE PLAN

Purchase and Sale Agreement

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CSR PLC

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Title: EMPLOYEE SHARE PURCHASE PLAN
Date: 10/1/2009

EMPLOYEE SHARE PURCHASE PLAN, Parties: csr plc
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Exhibit 10.1

 

 

CSR plc

EMPLOYEE SHARE PURCHASE PLAN

SECTION 1

Purpose Of The Plan

The Plan was approved by the Board on June 4, 2009 subject to subsequent shareholder adoption, and will be effective as and on the date set forth in Section 16 (the “ Effective Date ”). The purpose of the Plan is to provide Eligible Employees with an opportunity to increase their proprietary interest in the success of the Company by purchasing Shares from the Company on favorable terms and to pay for such purchases through payroll deductions. The Plan is intended to qualify under Section 423 of the Code.

SECTION 2

Definitions

(a)       “Accumulation Period” means the period or periods during an Offering Period during which contributions may be made toward the purchase of Shares under the Plan, as determined by the Committee in its sole discretion.

(b)       “Board” means the Board of Directors of the Company, as constituted from time to time.

 

(c)

“Code” means the Internal Revenue Code of 1986, as amended.

(d)       “Committee” means the Remuneration Committee of the Board, as constituted from time to time.

(e)       “Company” means CSR plc, registered number 4187346, a company organized and existing under the laws of England and Wales.

(f)        “Compensation” means (i) the compensation paid in cash to a Participant by a Participating Company, including salaries, wages, overtime pay and shift premiums, plus (ii) any pre-tax contributions made by the Participant under Section 401(k) or 125 of the Code. “Compensation” shall exclude all non-cash items, commissions, incentive compensation, bonuses, moving or relocation allowances, cost-of-living equalization payments, car allowances, tuition reimbursements, imputed income attributable to cars or life insurance, severance pay, fringe benefits, contributions or benefits received under employee benefit plans, income attributable to the exercise of share options, and similar items. The Committee shall determine whether a particular item is included in Compensation.

 

(g)

“Corporate Reorganization” means:

(i)        The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization in which the Company’s shareholders immediately prior thereto own less than 50% of the voting securities of the Company (or its successor or parent) immediately thereafter; or

 


 

(ii)       The sale, transfer or other disposition of all or substantially all of the Company’s assets or the complete liquidation or dissolution of the Company.

(h)       “Eligible Employee” means any employee (including officers and employee directors) of a Participating Company whose customary employment is for more than five months per calendar year and for more than 20 hours per week unless such individual is a citizen or resident of a foreign jurisdiction (without regard to whether he or she is also a citizen of the United States or a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code)) and (i) his or her participation in the Plan is prohibited by the laws of such jurisdiction or (ii) compliance with the laws of the foreign jurisdiction would cause the Plan to violate the requirements of Section 423 of the Code.

(i)        “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(j)        “Exchange Rate” as of any date of determination shall mean the rate for conversion of US dollars (or, for any Participant whose Compensation is payable in another currency, the rate of conversion of such currency) into UK pounds sterling for such date (or if such date is not a business day in London, then as of the immediately preceding business day in London) as reported by the Financial Times , or such other independent, public and accurate source comparable to the Financial Times as selected by the Committee in its sole discretion. In all cases, the determination of the Exchange Rate by the Committee shall be conclusive and binding on all persons.

(k)       “Fair Market Value,” with respect to a Share as of any date of determination, shall mean the product of (i) the Exchange Rate as of such date and (ii) the market price in UK pounds sterling of one Share as of such date, determined by the Committee as follows:

(i)        If the Shares were listed on the London Stock Exchange, then the market price shall be equal to the middle market quotation of the Shares, as reported on the Daily Official List for such date of determination; and

(ii)       If the foregoing provision is not applicable, then the market price shall be the fair market value as of the date of determination as determined by the Committee in good faith on such basis as it deems appropriate.

In all cases, the determination of Fair Market Value by the Committee shall be conclusive and binding on all persons.

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(l)        “Offering Period” means each period with respect to which the right to purchase Shares may be granted under the Plan, as determined by the Committee in its sole discretion.

(m)      “Participant” means an Eligible Employee who elects to participate in the Plan, as provided in Section 4(c).

(n)       “Participating Company” means (i) Cambridge Silicon Radio, Inc., (ii) Clarity Technologies Inc. and (iii) SiRF Technology, Inc. and (iv) each other present or future Subsidiary of the Company incorporated in the United States and designated by the Committee as a Participating Company.

(o)       “Plan” means this CSR plc Employee Share Purchase Plan, as it may be amended from time to time.

(p)       “Plan Account” means the account established for each Participant pursuant to Section 8(a).

(q)       “Purchase Price” means the price at which Participants may purchase Shares under the Plan, as determined pursuant to Section 8(b).

(r)        “Share” or “Shares” means the ordinary shares of the Company, with a par value of UK pounds sterling 0.001.

(s)        “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns shares possessing 50% or more of the total combined voting power of all classes of shares in one of the other corporations in such chain.

SECTION 3

Administration of the Plan

 

 

(a)

Committee . The Plan shall be administered by the Committee.

(b)        Committee Responsibilities . The Committee shall set all terms and conditions of each Offering Period under the Plan, including the duration thereof, the duration of Accumulation Periods, the amount of permitted Participant contributions as a percentage of compensation, limitations on the number of Shares that may be purchased by each Participant or all Participants in the aggregate as of any purchase date and all other terms and conditions, consistent with the provisions of the Plan. The Committee shall interpret the Plan and make all other policy decisions relating to the operation of the Plan. The Committee may adopt such rules, guidelines and forms as it deems appropriate to implement the Plan. The Committee’s determinations under the Plan shall be final and binding on all persons.

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SECTION 4

Enrollment and Participation

(a)        Offering Periods . While the Plan is in effect, the Committee shall determine the duration and timing and all other terms and conditions of Offering Periods, consistent with the provisions of the Plan. In no event may the duration of any Offering Period be longer than twenty-seven months. Offering Periods may consist of a series of overlapping periods. An Eligible Employee may participate in only one Offering Period at a time. The terms and conditions of each Offering Period shall be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate Offering Periods need not be identical.

(b)        Accumulation Periods . While the Plan is in effect, the Committee shall determine the duration of Accumulation Periods in each Offering Period. In no event may the duration of any Accumulation Period be longer than twelve months.

(c)        Enrollment . Any individual who, on the day preceding the first day of an Offering Period, qualifies as an Eligible Employee may elect to become a Participant in the Plan for such Offering Period by executing the enrollment form prescribed for this purpose by the Committee. The enrollment form shall be filed with the Company at the prescribed location not later than 21 days prior to the commencement of such Offering Period.

(d)        Duration of Participation . Once enrolled in the Plan, a Participant shall continue to participate in the Plan until he or she ceases to be an Eligible Employee, withdraws from the Plan under Section 6(a) or reaches the end of the Offering Period in which his or her employee contributions were discontinued under Section 5(d) or Section 9(b). A Participant who discontinued employee contributions under Section 5(d) or withdrew from the Plan under Section 6(a) may again become a Participant, if he or she then is an Eligible Employee, by following the procedure described in subsection (c) above. A Participant whose employee contributions were discontinued automatically under Section 9(b) shall automatically resume participation at the beginning of the earliest Offering Period ending in the next calendar year, if he or she then is an Eligible Employee.

(e)        Applicable Offering Period . For purposes of calculating the Purchase Price under Section 8(b), the applicable Offering Period shall be determined as follows:

(i)        Once a Participant is enrolled in the Plan for an Offering Period, such Offering Period shall continue to apply to him or her until the earliest of: (A) the end of such Offering Period; (B) the end of his or her participation under subsection (d) above; and (C) re-enrollment in a subsequent Offering Period under subsection (e)(ii) below.

(ii)       In the event that the Fair Market Value of Shares on the first trading day of the Offering Period in which the Participant is enrolled is higher than on the first trading day of any subsequent Offering Period, the Participant shall automatically be re-enrolled for such subsequent Offering Period.

 

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(iii)      When a Participant reaches the end of an Offering Period but his or her participation is to continue, then such Participant shall automatically be re–enrolled for the Offering Period that commences immediately after the end of the prior Offering Period.

SECTION 5

Employee Contributions

(a)        Frequency of Payroll Deductions . A Participant may purchase Shares under the Plan solely by means of payroll deductions. Payroll deductions, as designated by the Participant pursuant to subsection (b) below, shall occur on each payday during participation in the Plan.

(b)        Amount of Payroll Deductions . An Eligible Employee shall designate on the enrollment form the portion of his or her Compensation that he or she elects to have withheld for the purchase of Shares, subject to such terms and limitations as the Committee shall impose with respect to the applicable Offering Period. Such portion shall be a whole percentage of the Eligible Employee’s Compensation.

(c)        Reducing Withholding Rate . If a Participant wishes to reduce the rate of payroll withholding, he or she may do so by filing a new enrollment form with the Company at the prescribed location at any time. A Participant may not increase the rate of payroll withholding with respect to an Offering Period in which he or she then participates. The new withholding rate shall be effective as soon as reasonably practicable after such form has been received by the Company. The new withholding rate shall be a whole percentage of the Eligible Employee’s Compensation, consistent with the applicable limitations set by the Committee.

(d)        Discontinuing Payroll Deductions . If a Participant wishes to discontinue employee contributions entirely, he or she may do so by filing the form prescribed for this purpose by the Committee with the Company at the prescribed location at any time. Payroll withholding shall cease as soon as reasonably practicable after such form has been received by the Company. In addition, payroll deductions may be discontinued automatically pursuant to Section 9(b). A Participant who has discon


 
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