Exhibit 10.1
CSR plc
EMPLOYEE SHARE PURCHASE
PLAN
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SECTION 1
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Purpose Of The Plan
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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.
(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.
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(c)
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“Code” means the Internal Revenue
Code of 1986, as amended.
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(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.
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(g)
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“Corporate Reorganization”
means:
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(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.
(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.
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SECTION 3
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Administration of the Plan
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(a)
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Committee . The Plan shall be administered by the
Committee.
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(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
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Enrollment and Participation
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(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.
(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.
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SECTION 5
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Employee Contributions
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(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