Exhibit 4.2
CALIFORNIA MICRO DEVICES
CORPORATION
NON-QUALIFIED STOCK OPTION
AGREEMENT
THIS NON-QUALIFIED STOCK OPTION
AGREEMENT (the “Agreement”) is effective as of
April 13, 2006, by and between CALIFORNIA MICRO DEVICES
CORPORATION, a California corporation (the
“Corporation”), and
(“Optionee”), on the terms and conditions set forth
below to which Optionee accepts and agrees:
1. The Corporation hereby grants to
Optionee the “Stock Option” described below:
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Number of Shares Subject to Stock Option:
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Date of
Grant:
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April 13,
2006
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Exercise
Price:
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$7.81 per
share
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The Stock Option is not granted
under the Corporation’s 2004 Omnibus Incentive Compensation
Plan, as amended (the “Plan”); however, unless
otherwise defined in this Agreement, the definitions contained in
Section 2 of the Plan are hereby incorporated by reference.
Since the Stock Option is not covered by the S-8 Registration
Statement governing the Plan, the Corporation agrees to prepare and
file with the Securities and Exchange Commission at its expense an
S-8 Registration Statement covering the Stock Option and the shares
of Common Stock (as defined in the Plan) issuable upon its
exercise.
2. The Stock Option is granted to
purchase the number of shares of authorized but unissued no par
value Common Stock of the Corporation specified in Section 1
hereof (the “Shares”). The Stock Option shall expire,
and all rights to exercise it shall terminate on the tenth
anniversary of the Date of Grant, unless sooner terminated under
the terms of this Agreement. This Stock Option is intended by the
Corporation and Optionee to be a non-qualified stock option for
income tax purposes.
3. Optionee shall have the right to
exercise the Stock Option in accordance with the following
schedule:
(a) The Stock Option may not be
exercised in whole or in part at any time prior to the one-year
anniversary of the Date of Grant.
(b) Optionee may exercise the Stock
Option as to one-fourth of the shares on or after the one-year
anniversary of the Date of Grant.
(c) Optionee may exercise the Stock
Option as to an additional 1/16th of the Shares on or after the end
of each complete three (3)-month period following the one-year
anniversary of the Date of Grant, meaning that Optionee may
exercise the Stock Option in full on or after the four-year
anniversary of the Date of Grant.
(d) The right to exercise the Stock
Option shall be cumulative. Optionee may buy all, or from time to
time any part, of the maximum number of shares
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which are exercisable under the
Stock Option, but in no case may Optionee exercise the Stock Option
with regard to a fraction of a share, or for any share for which
the Stock Option is not exercisable.
4. Optionee agrees to comply with
all laws, rules, and regulations applicable to the grant and
exercise of the Stock Option and the sale or other disposition of
the Common Stock of the Corporation received pursuant to the
exercise of such Stock Option, including compliance with the
Corporation’s insider trading policies.
5. The Stock Option shall not become
exercisable unless and until the Corporation has determined that:
(a) it and Optionee have taken all actions required to
register such shares under the Securities Act of 1933, as amended,
or to perfect an exemption from the registration requirements
thereof; (b) any applicable listing requirement of any stock
exchange or securities market on which such shares are listed has
been satisfied; and (c) all other applicable provisions of
state and federal law have been satisfied.
6. Neither the vesting schedule nor
any other provision in this Agreement shall impose upon the
Corporation any obligation to retain Optionee in its employ or
under contract for any period, or otherwise change the
employment-at-will status of Optionee. The Corporation and its
Subsidiaries reserve the right to terminate any person’s
Service at any time and for any reason, with or without
notice.
7. This option grant shall lapse on
the earliest of the following events:
(a) The tenth anniversary of the
Date of Grant;
(b) The first anniversary of
Optionee’s death;
(c) The first anniversary of the
date Optionee ceases to render Services due to Total and Permanent
Disability;
(d) On the date provided in Sections
10, 11 and 12 of this Agreement; or
(e) The date Optionee files or has
filed against him a petition in bankruptcy.
8. The “Exercise
Consideration” (the Exercise Price times the number of Shares
for which the Stock Option is being exercised) shall be payable in
full in cash upon each exercise of the Stock Option except that
Optionee may also pay the Exercise Consideration by surrendering
shares of the Corporation’s registered common stock in good
form for transfer, owned by Optionee and having a Fair Market Value
on the date of exercise equal to the Exercise Consideration.
However, Optionee shall not surrender shares in payment of the
Exercise Price if such action would cause the Corporation to
recognize additional compensation expense with respect to the Stock
Option for financial reporting purposes as compared to if Optionee
had paid cash to exercise the Option. Optionee may pay in any
combination of cash and such shares as long as the sum of the cash
so paid and the Fair Market Value of the shares so surrendered
equals the Exercise Consideration.
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Payment may be made all or in part
by delivery (on a form prescribed by the Committee) of an
irrevocable direction to a securities broker to sell the shares
resulting from the exercise and to deliver all or part of the sale
proceeds to the Corporation in payment of part or all of the
aggregate exercise price along with any taxes due pursuant to
Section 17.
9. During the lifetime of Optionee,
the rights granted by this Agreement shall be exercisable only by
Optionee or Optionee’s conservator or legal representative
and shall not be assignable or transferable except pursuant to a
qualified domestic relati
