Exhibit 10.5
NATIONAL SEMICONDUCTOR
CORPORATION
1997 EMPLOYEES STOCK OPTION
PLAN
(as amended effective February
26, 2007)
The title of this Plan is the
National Semiconductor Corporation 1997 Employees Stock Option
Plan, hereinafter referred to as the “Plan”.
The Plan is intended to align the
interests of eligible employees of National Semiconductor
Corporation (hereinafter called the “Corporation”) and
its subsidiaries (as hereinafter defined) with the interests of the
stockholders of the Corporation and to provide incentives for such
employees to exert maximum efforts for the success of the
Corporation. By extending to eligible employees the opportunity to
acquire proprietary interests in the Corporation and to participate
in its success, the Plan may be expected to benefit the Corporation
and its stockholders by making it possible for the Corporation to
attract and retain the best available talent and by rewarding key
personnel for their part in increasing the value of the
Corporation’s shares. It is further intended that options
granted pursuant to this Plan shall only be options which are not
incentive stock options, as that term is defined in Section 422A of
the Internal Revenue Code of 1986, as amended (the
“Code”). Such options which may be granted under this
Plan shall be referred to herein as non-qualified stock
options.
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3.
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STOCK SUBJECT TO THE PLAN
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There will be reserved for issue
upon the exercise of options granted under the Plan 140,000,000
shares of the Corporation’s $0.50 par value Common Stock,
subject to adjustment as provided in Paragraph 8, which may be
unissued shares, reacquired shares, or shares bought on the market.
If any option which shall have been granted shall expire or
terminate for any reason without having been exercised in full, the
unpurchased shares shall again become available for the purposes of
the Plan (unless the Plan shall have been terminated).
(a) The Plan
shall be administered by a committee of the Board of Directors of
the Corporation (the “Committee”) which shall be
appointed by a majority of the whole Board. The Committee shall be
constituted to permit the Plan to comply with Rule 16b-3
promulgated under the Securities Exchange Act of 1934
(“Exchange Act”) and any successor rule.
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(b) The
Committee shall have the plenary power, subject to and within the
limits of the express provisions of the Plan:
(i) To determine
from time to time which of the eligible persons shall be granted
options under the Plan; the time or times (during the term of the
option) within which all or portions of each option may be
exercised and the number of shares for which an option or options
shall be granted to each of them. Notwithstanding the foregoing, no
person may be granted more than 500,000 options during any one
fiscal year of the Corporation.
(ii) To construe and
interpret the Plan and options granted under it, and to establish,
amend, and revoke rules and regulations for its administration. The
Committee, in the exercise of this power, shall generally determine
all questions of policy and expediency that may arise, may correct
any defect, or supply any omission or reconcile any inconsistency
in the Plan or in any option agreement in a manner and to the
extent it shall deem necessary or expedient to make the Plan fully
effective.
(iii) To
prescribe the terms and provisions of each option granted (which
need not be identical).
(iv) To determine whether
options granted shall be transferable without consideration to
immediate family members or family trusts for the benefit of
optionee’s immediate family members. As used herein,
“immediate family” means parents, spouses and
children.
(c) The
Committee may not grant new options in exchange for the
cancellation of stock options previously granted under the Plan or
under any other stock option plan of the Corporation. Once granted,
the exercise price of any options granted under this Plan may not
be revised or repriced at any time, except as provided in Section
8.
(d) During
any one fiscal year of the Corporation, the aggregate number of
options that may be granted under this Plan, net of cancellations
during the fiscal year, may not exceed two percent (2%) of the
greatest number of total shares of the Corporation’s $0.50
par value Common Stock outstanding during the applicable fiscal
year.
Options may be granted only to
regular salaried employees of the Corporation and its subsidiaries
who are not executive officers of the Corporation. The term
“subsidiary” corporation shall mean any corporation in
which the Corporation controls, directly or indirectly, fifty
percent (50%) or more of the combined voting power of all classes
of stock, and the term “executive officer” means any
officer of the corporation subject to the reporting requirements of
Section 16 of the Exchange Act. Directors of the Corporation shall
not be eligible to be granted options under the Plan.
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6.
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TERMS OF OPTION AND OPTION
AGREEMENTS
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Each option shall be evidenced by a
Stock Option Agreement which shall be in such form and contain such
provisions as the Committee shall from time to time deem
appropriate; provided, however, that the grant of an option
pursuant to this Plan shall in no way be construed to be an
alternative to the right of an employee to purchase stock pursuant
to any other stock option heretofore or hereafter granted to an
employee pursuant to any stock option plans now in existence or
hereafter adopted by the Corporation. The terms of the option
agreements need not be identical, but each option agreement shall
include, by appropriate language, or be subject to, the substance
of all of the applicable following provisions:
(a) The
exercise price of each option granted shall be the closing price of
the Common Stock on the New York Stock Exchange on the date of
grant. If there shall be no trading on such date, then the date of
grant shall be the next date on which there is trading on the New
York Stock Exchange and the exercise price shall be determined
accordingly.
(b) The
maximum term of any stock option shall be six years and one day
from the date it was granted.
(c) Except as
provided in Paragraph 10 hereof, an option may not be exercised to
any extent, either by the person to whom it was granted or by the
grantee’s transferee, or by any person after the
grantee’s death, unless the person to whom the option was
granted has remained in the continuous employ of the Corporation,
or of a subsidiary, for not less than six months from the date when
the option was granted. Otherwise, each option shall be exercisable
as determined by the Committee.
(d) The
Corporation, during the terms of options granted under the Plan, at
all times will keep available the number of shares of stock
required to satisfy such options.
(e) The
Corporation will seek to obtain from each regulatory commission or
agency having jurisdiction such authority as may be required to
issue and sell shares of stock to satisfy such options. Inability
of the Corporation to obtain from any such regulatory commission or
agency authority which counsel for the Corporation deems necessary
for the lawful issuance and sale of its stock to satisfy such
options shall relieve the Corporation from any liability for
failure to issue an
