Exhibit 10.2
SILICON LABORATORIES
INC.
2009 EMPLOYEE STOCK PURCHASE
PLAN
I.
PURPOSE OF THE PLAN
This Employee Stock Purchase Plan is
intended to promote the interests of Silicon Laboratories Inc., a
Delaware corporation, by providing Eligible Employees with the
opportunity to acquire a proprietary interest in the Corporation
through participation in an employee stock purchase plan designed
to qualify under Section 423 of the Code, although the
Corporation makes no undertaking nor representation to maintain
such qualification. In addition, this Plan authorizes the
grant of rights to purchase Common Stock under a
Non-423(b) Plan which do not qualify under
Section 423(b) of the Code, pursuant to rules, procedures
or sub-plans adopted by the Board or Plan Administrator which are
designed to achieve tax, securities law or other of the
Corporation’s compliance objectives in particular locations
outside the United States. This Plan shall govern the terms
and conditions of grants made under both the Code
Section 423(b) Plan component and the
Non-423(b) Plan component.
Capitalized terms herein shall have
the meanings assigned to such terms in the attached
Appendix.
II.
ADMINISTRATION OF THE
PLAN
The Plan Administrator shall have
full authority to interpret and construe any provision of the Plan
and, for the grant of rights to purchase Common Stock under the
Code Section 423(b) Plan, to adopt such rules and
regulations for administering the Plan as it may deem necessary in
order to comply with the requirements of Section 423 of the
Code. The Plan Administrator may from time to time grant or
provide for the grant of rights to purchase Common Stock under the
Non-423(b) Plan. If such grants are intended to be made
under the Non-423(b) Plan, they will be designated as such at
the time of grant and such grants may not comply with the
requirements set forth under Section 423 of the Code.
Decisions of the Plan Administrator shall be final and binding on
all parties having an interest in the Plan.
III.
STOCK SUBJECT TO PLAN
A.
The stock
purchasable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock, including shares of Common
Stock purchased on the open market. Subject to
Article III (B) below, the maximum number of shares of
Common Stock which may be issued in the aggregate under the Plan
shall be 1,250,000 shares.
B.
Should any change
be made to the Common Stock by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a
class without the Corporation’s receipt of consideration,
appropriate adjustments shall be made to the maximum number and
class of securities issuable in the aggregate under the Plan,
(ii) the maximum number and class of securities purchasable
per Participant and in the aggregate on any one Purchase Date and
(iii) the number and class of securities and the price per
share in effect under each outstanding purchase right in order to
prevent the dilution or enlargement of benefits
thereunder.
IV.
OFFERING PERIODS
A.
Shares of Common
Stock shall be offered for purchase under the Plan through a series
of successive offering periods until such time as (i) the
maximum number of shares of Common Stock available for issuance
under the Plan shall have been purchased or (ii) the Plan
shall have been sooner terminated.
B.
Each offering
period shall be of such duration (not to exceed twenty-four (24)
months) as determined by the Plan Administrator prior to the start
date of such offering period. However, the initial offering
period shall commence at the Effective Date and terminate
twenty-four (24) months from the commencement date of such offering
period, unless (i) the offering period automatically resets
prior to that date (as described in
Article IV(D) hereof), or (ii) prior to the
commencement of the initial offering period, the Plan Administrator
determines that such initial offering period shall be of a shorter
duration. Subsequent offering periods shall commence as
designated by the Plan Administrator.
C.
Each offering
period shall be comprised of a series of one or more successive
and/or overlapping Purchase Intervals having such durations as may
be established by the Plan Administrator. Unless otherwise
provided by the Plan Administrator, Purchase Intervals shall run
from the last business day in April each year to the last
business day in October of the same year and from the last
business day in October each year to the last business day in
April of the following year. However, the first Purchase
Interval in effect under the initial offering period shall commence
on the Effective Date and terminate on the last business day in the
next succeeding April or October (whichever is
earlier).
D.
Should the Fair
Market Value per share of Common Stock on any Purchase Date within
an offering period be less than the Fair Market Value per share of
Common Stock on the start date of that offering period, then that
offering period shall automatically terminate immediately after the
purchase of shares of Common Stock on such Purchase Date, and a new
offering period shall commence on that day, following such
Purchase. The new offering period shall have a duration of
twenty-four (24) months, unless a shorter duration is established
by the Plan Administrator within thirty (30) calendar days
following the start date of that offering period.
V.
ELIGIBILITY
A.
Each individual
who is an Eligible Employee on the start date of an offering period
under the Plan may enter that offering period on such start date or
on any subsequent Semi-Annual Entry Date within that offering
period, provided he or she remains an Eligible
Employee.
B.
Each individual
who first becomes an Eligible Employee after the start date of an
offering period may enter that offering period on any subsequent
Semi-Annual Entry Date within that offering period on which he or
she is an Eligible Employee.
C.
The date an
individual enters an offering period shall be designated his or her
Entry Date for purposes of that offering period.
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D.
To participate in
the Plan for a particular offering period, the Eligible Employee
must complete the enrollment forms prescribed by the Plan
Administrator (including a stock purchase agreement and a payroll
deduction authorization) and file such forms with the Plan
Administrator (or its designate) on or before his or her scheduled
Entry Date. Once an Eligible Employee has enrolled in an
offering period, his or her enrollment will remain in effect
through subsequent offering periods unless the Eligible Employee
withdraws from the Plan.
VI.
PAYROLL DEDUCTIONS
A.
Except as
otherwise provided by the Plan Administrator prior to the
commencement of an offering period, the payroll deduction
authorized by the Participant for purposes of acquiring shares of
Common Stock during an offering period may be any multiple of one
percent (1%) of the Participant’s Base Salary during each
Purchase Interval within that offering period, up to a maximum
equal to the lesser of (i) twenty-five percent (25%) of
the Participant’s Base Salary per pay-period during the
applicable Purchase Interval and (ii) one hundred percent
(100%) of the Participant’s Base Salary that remains after
subtracting all other amounts that are to be deducted or withheld
from the Participant’s Base Salary during such pay-period in
the Purchase Interval, provided, however, that a lesser amount of
the Participant’s remaining Base Salary may be deducted if
required to comply with applicable local law. The deduction
rate so authorized shall continue in effect throughout the offering
period, except to the extent such rate is changed in accordance
with the following guidelines:
(i)
The Participant
may, at any time during the offering period, reduce his or her rate
of payroll deduction to become effective as soon as possible after
filing the appropriate form with the Plan Administrator. The
Participant may not, however, effect more than one (1) such
reduction per Purchase Interval.
(ii)
The Participant
may, prior to the commencement of any new Purchase Interval within
the offering period, increase the rate of his or her payroll
deduction by filing the appropriate form with the Plan
Administrator. The new rate (which may not exceed the
twenty-five percent (25%) maximum) shall become effective on the
start date of the first Purchase Interval following the filing of
such form.
B.
Payroll
deductions shall begin on the first pay day following the
Participant’s Entry Date into the offering period and shall
(unless sooner terminated by the Participant) continue through the
pay day ending with or immediately prior to the last day of that
offering period. The amounts so collected shall be credited
to the Participant’s book account under the Plan, but no
interest shall be paid on the balance from time to time outstanding
in such account, unless payment of interest is required under local
law in which case the purchase rights will be granted under the
Non-423(b) Plan, if necessary under applicable laws or
regulations. The amounts collected from the Participant shall
not be required to be held in any segregated account, unless
otherwise required under local law (in which case, such rights will
be granted under the Non-423(b) Plan if necessary), or trust
fund and may be commingled with the general assets of the
Corporation and used for general corporate purposes.
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C.
Payroll
deductions shall automatically cease upon the termination of the
Participant’s purchase right in accordance with the
provisions of the Plan.
D.
The
Participant’s acquisition of Common Stock under the Plan on
any Purchase Date shall neither limit nor require the
Participant’s acquisition of Common Stock on any subsequent
Purchase Date, whether within the same or a different offering
period.
E.
For rights to purchase Common Stock
granted under the Non-423(b) Plan, if payroll deductions are
not permitted under local law, as determined by the Corporation,
Participants may be permitted to contribute to the Plan by an
alternative method, as determined by the Corporation.
Alternate methods of contribution may be permitted for purchase
rights granted under the Code Section 423(b) Plan if such
is determined to be permissible under Code
Section 423.
VII.
PURCHASE RIGHTS
A.
Grant of Purchase
Right .
A
Participant shall be granted a separate purchase right for each
offering period in which he or she participates. The purchase
right shall be granted on the Participant’s Entry Date into
the offering period and shall provide the Participant with the
right to purchase shares of Common Stock, in a series of successive
installments over the remainder of such offering period, upon the
terms set forth below. The Participant shall execute a stock
purchase agreement embodying such terms and such other provisions
(not inconsistent with the Plan) as the Plan Administrator may deem
advisable.
Under no circumstances shall
purchase rights be granted under the Plan to any Eligible Employee
if such individual would, immediately after the grant, own (within
the meaning of Code Section 424(d)) or hold outstanding
options or other rights to purchase, stock possessing five percent
(5%) or more of the total combined voting power or value of all
classes of stock of the Corporation or any Corporate
Affiliate.
B.
Exercise of the Purchase
Right .
Each
purchase right shall be automatically exercised in installments on
each successive Purchase Date within the offering period, and
shares of Common Stock shall accordingly be purchased on behalf of
each Participant (other than Participants whose payroll deductions
have previously been refunded pursuant to the Termination of
Purchase Right provisions below) on each such Purchase Date.
The purchase shall be effected by applying the Participant’s
payroll deductions for the Purchase Interval ending on such
Purchase Date to the purchase of whole shares of Common Stock at
the purchase price in effect for the Participant for that Purchase
Date.
C.
Purchase Price
. The purchase price
per share at which Common Stock will be purchased on the
Participant’s behalf on each Purchase Date within the
offering period shall be established by the Plan Administrator;
provided however, that such purchase price shall not be less than
eighty-five percent (85%) of the lower of (i) the Fair
Market Value per share of Common Stock on the Participant’s
Entry Date into that offering period or (ii) the Fair Market
Value per share of Common Stock on that Purchase Date.
Subject to adjustment as provided in Article III (B) or
Article X below, the purchase price per share at which Common
Stock will be purchased on the Participant’s behalf on each
Purchase Date within the offering period shall be
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equal to eighty-five percent
(85%) of the lower of (i) the Fair Market Value per
share of Common Stock on the Participant’s Entry Date into
that offering period or (ii) the Fair Market Value per share
of Common Stock on that Purchase Date.
D.
Number of Purchasable
Shares .
The
number of shares of Common Stock purchasable by a Participant on
each Purchase Date during the offering period shall be the number
of whole shares obtained by dividing the amount collected from the
Participant through payroll deductions during the Purchase Interval
ending with that Purchase Date by the purchase price in effect for
the Participant for that Purchase Date. However, except as
otherwise provided by the Plan Administrator prior to the
commencement of an offering period, the maximum number of shares of
Common Stock purchasable per Participant on any one Purchase Date
during such offering period shall not exceed Four Hundred (400)
shares, subject to periodic adjustments in the event of certain
changes in the Corporation’s capitalization. In addition, the
maximum number of shares of Common Stock purchasable in the
aggregate by all Participants on any one Purchase Date under the
Plan shall not exceed Three Hundred Thousand (300,000) shares (or
such other number designated by the Plan Administrator), subject to
periodic adjustments in the event of certain changes in the
Corporation’s capitalization. Should the total number
of shares of Common Stock to be purchased by all Participants
pursuant to outstanding purchase rights on any particular date
exceed the maximum share limitation set forth in this paragraph,
the Plan Administrator shall make a pro-rata allocation of the
available shares on a uniform and nondiscriminatory
basis.
E.
Excess Payroll
Deductions .
Any
payroll deductions not applied to the purchase of shares of Common
Stock on any Purchase Date because they are not sufficient to
purchase a whole share of Common Stock shall be held for the
purchase of Common Stock on the next Purchase Date. However,
any payroll deductions not applied to the purchase of Common Stock
by reason of the limitation on the maximum number of shares
purchasable on the Purchase Date shall be promptly
refunded.
F.
Termination of Purchase
Right .
The
following provisions shall govern the termination of outstanding
purchase rights:
(i)
A Participant
may, at any time prior to the next scheduled Purchase Date in the
offering period, withdraw from participation in the Plan by filing
the appropriate form with the Plan Administrator (or its
designate), and no further payroll deductions shall be collected
from the Participant with respect to the withdrawal. Any
payroll deductions collected during the Purchase Interval in which
such withdrawal occurs shall, at the Participant’s election,
be immediately refunded or held for the purchase of shares on the
next Purchase Date. If no such election is made at the time
of such withdrawal, then the payroll deductions collected with
respect to the terminated right shall be refunded as soon as
possible.
(ii)
The termination
of such purchase right shall be irrevocable, and the Participant
may not subsequently rejoin the offering period for which the
terminated purchase right was granted. In order to resume
participation in any subsequent offering period, such individual
must re-enroll in the Plan (by making
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a timely filing
of the prescribed enrollment forms) on or before his or her
scheduled Entry Date into that offering period.
(iii)
Should the
Participant cease to remain an Eligible Employee for any reason
(including death, disability or change in status) while his or her
purchase right remains outstanding, then that purchase right shall
immediately terminate, and all of the Participant’s payroll
deductions for the Purchase Interval in which the purchase right so
terminates shall be immediately refunded. However, should the
Participant cease to remain in active service by reason of an
approved unpaid leave of absence, then the Participant shall have
the right, exercisable up until the last business day of the
Purchase Interval in which such leave commences, to
(a) withdraw all the payroll deductions collected to date on
his or her behalf for that Purchase Interval or (b) have such
funds held for the purchase of shares on his or her behalf on the
next scheduled Purchase Date, pro
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