Exhibit 10.9
POWER INTEGRATIONS,
INC.
NONSTATUTORY STOCK OPTION
AGREEMENT
FOR OUTSIDE
DIRECTORS
THIS NONSTATUTORY STOCK OPTION
AGREEMENT FOR OUTSIDE DIRECTORS (the “ Option
Agreement ”) is made and entered into as of
, by and between Power Integrations, Inc. and
(the “ Optionee ”).
The Company has granted to the
Optionee an option to purchase certain shares of Stock pursuant to
the Directors Equity Compensation Program under the 2007 Equity
Incentive Plan upon the terms and conditions set forth in this
Option Agreement (the “ Option ”). In the event
of any conflict between the provisions of the Option Agreement and
those of the Plan, the provisions of the Option Agreement shall
control.
1. Definitions and
Construction.
1.1 Definitions.
Whenever used herein, the following terms shall have their
respective meanings set forth below:
(a) “ Date of Option
Grant ” means
.
(b) “ Number of Option
Shares ” means
shares of Stock, as adjusted from time to time pursuant to
Section 9.
(c) “ Exercise Price
” means $
per share of Stock, as adjusted from time to time pursuant to
Section 9.
(d) “ Initial Exercise
Date ” means the Initial Vesting Date.
(e) “ Initial Vesting
Date ” means
.
(f) “ Vested Ratio
” means, on any relevant date, the ratio determined as
follows:
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Vested Ratio
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Prior to Initial Vesting Date
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On Initial Vesting Date, provided the
Optionee’s Service has not terminated prior to such
date
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Plus
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For each full month of the Optionee’s
continuous Service from the Initial Vesting Date until the Vested
Ratio equals 1/1, an additional
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(g) “ Option Expiration
Date ” means the date ten (10) years after the Date
of Option Grant.
(h) “ Board ”
means the Board of Directors of the Company. If one or more
Committees have been appointed by the Board to administer the Plan,
“Board” shall also mean such Committee(s).
(i) “ Code ”
means the Internal Revenue Code of 1986, as amended, and any
applicable regulations promulgated thereunder.
(j) “ Committee ”
means a committee of the Board duly appointed to administer the
Plan and having such powers as shall be specified by the Board.
Unless the powers of the Committee have been specifically limited,
the Committee shall have all of the powers of the Board granted in
the Plan, including, without limitation, the power to amend or
terminate the Plan at any time, subject to the terms of the Plan
and any applicable limitations imposed by law.
(k) “ Company ”
means Power Integrations, Inc., a Delaware corporation, or any
successor corporation thereto.
(l) “ Consultant
” means any person, including an advisor, engaged by a
Participating Company to render services other than as an Employee
or a Director.
(m) “ Director ”
means a member of the Board or of the board of directors of any
other Participating Company.
(n) “ Disability
” means the permanent and total disability of the Optionee
within the meaning of Section 22(e)(3) of the Code.
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(o) “ Employee ”
means any person treated as an employee (including an officer or a
Director who is also treated as an employee) in the records of a
Participating Company; provided, however, that neither service as a
Director nor payment of a director’s fee shall be sufficient
to constitute employment for purposes of the Plan.
(p) “ Exchange Act
” means the Securities Exchange Act of 1934, as
amended.
(q) “ Fair Market Value
” means, as of any date, the value of a share of Stock or
other property as determined by the Board, in its sole discretion,
or by the Company, in its sole discretion, if such determination is
expressly allocated to the Company herein, subject to the
following:
(i) If, on such date, there is a
public market for the Stock, the Fair Market Value of a share of
Stock shall be the closing sale price of a share of Stock (or the
mean of the closing bid and asked prices of a share of Stock if the
Stock is so quoted instead) as quoted on the Nasdaq National
Market, the Nasdaq Small-Cap Market or such other national or
regional securities exchange or market system constituting the
primary market for the Stock, as reported in the Wall Street
Journal or such other source as the Company deems reliable. If
the relevant date does not fall on a day on which the Stock has
traded on such securities exchange or market system, the date on
which the Fair Market Value shall be established shall be the last
day on which the Stock was so traded prior to the relevant date, or
such other appropriate day as shall be determined by the Board, in
its sole discretion.
(ii) If, on such date, there is no
public market for the Stock, the Fair Market Value of a share of
Stock shall be as determined by the Board without regard to any
restriction other than a restriction which, by its terms, will
never lapse.
(r) “ Parent
Corporation ” means any present or future “parent
corporation” of the Company, as defined in
Section 424(e) of the Code.
(s) “ Participating
Company ” means the Company or any Parent Corporation or
Subsidiary Corporation.
(t) “ Participating Company
Group ” means, at any point in time, all corporations
collectively which are then Participating Companies.
(u) “ Plan ”
means the Power Integrations, Inc. 2007 Equity Incentive
Plan.
(v) “ Securities Act
” means the Securities Act of 1933, as amended.
(w) “ Service ”
means the Optionee’s service with the Participating Company
Group, whether in the capacity of an Employee, a Director or a
Consultant. The Optionee’s Service shall not be deemed to
have terminated merely because of a change in the capacity in which
the Optionee renders Service to the Participating Company Group or
a change
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in the Participating Company for which the
Optionee renders such Service, provided that there is no
interruption or termination of the Optionee’s Service. The
Optionee’s Service shall be deemed to have terminated either
upon an actual termination of Service or upon the corporation for
which the Optionee performs Service ceasing to be a Participating
Company.
(x) “ Stock ”
means the common stock of the Company, as adjusted from time to
time in accordance with Section 9.
(y) “ Subsidiary
Corporation ” means any present or future
“subsidiary corporation” of the Company, as defined in
Section 424(f) of the Code.
1.2 Construction.
Captions and titles contained herein are for convenience only and
shall not affect the meaning or interpretation of any provision of
this Option Agreement. Except when otherwise indicated by the
context, the singular shall include the plural, the plural shall
include the singular, and the term “or” shall include
the conjunctive as well as the disjunctive.
2. Tax Status of the
Option . This Option is intended to be a nonstatutory stock
option and shall not be treated as an incentive stock option within
the meaning of Section 422(b) of the Code.
3. Administration .
All questions of interpretation concerning this Option Agreement
shall be determined by the Board, including any duly appointed
Committee of the Board. All determinations by the Board shall be
final and binding upon all persons having an interest in the
Option. Any officer of a Participating Company shall have the
authority to act on behalf of the Company with respect to any
matter, right, obligation, or election which is the responsibility
of or which is allocated to the Company herein, provided the
officer has apparent authority with respect to such matter, right,
obligation, or election.
4. Exercise of the Option
.
4.1 Right to Exercise.
Except as otherwise provided herein, the Option shall be
exercisable on and after the Initial Exercise Date and prior to the
termination of the Option (as provided in Section 6) in an
amount not to exceed the Number of Option Shares multiplied by the
Vested Ratio less the number of shares previously acquired upon
exercise of the Option. In no event shall the Option be exercisable
for more shares than the Number of Option Shares.
4.2 Method of
Exercise. Exercise of the Option shall be by written notice
to the Company which must state the election to exercise the
Option, the number of whole shares of Stock for which the Option is
being exercised and such other representations and agreements as to
the Optionee’s investment intent with respect to such shares
as may be required pursuant to the provisions of this Option
Agreement. The written notice must be signed by the Optionee and
must be delivered in person, by certified or registered mail,
return receipt requested, by confirmed facsimile transmission, or
by such other means as the Company may permit, to the Chief
Financial Officer of the Company, or other authorized
representative of the Participating Company Group, prior to the
termination of the Option as set forth in Section 6,
accompanied by
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full payment of the aggregate Exercise Price for
the number of shares of Stock being purchased. The Option shall be
deemed to be exercised upon receipt by the Company of such written
notice and the aggregate Exercise Price.
4.3 Payment of Exercise
Price.
(a) Forms of Consideration
Authorized. Except as otherwise provided below, payment of the
aggregate Exercise Price for the number of shares of Stock for
which the Option is being exercised shall be made (i) in cash,
by check, or cash equivalent, (ii) by tender to the Company of
whole shares of Stock owned by the Optionee having a Fair Market
Value not less than the aggregate Exercise Price, (iii) by
means of a Cashless Exercise, as defined in Section 4.3(c), or
(iv) by any combination of the foregoing.
(b) Tender of Stock.
Notwithstanding the foregoing, the Option may not be exercised by
tender to the Company of shares of Stock to the extent such tender
of Stock would constitute a violation of the provisions of any law,
regulation or agreement restricting the redemption of the
Company’s stock. The Option may not be exercised by tender to
the Company of shares of Stock unless such shares either have been
owned by the Optionee for more than six (6) months or were not
acquired, directly or indirectly, from the Company.
(c) Cashless Exercise. A
“ Cashless Exercise ” means the assignment in a
form acceptable to the Company of the proceeds of a sale or loan
with respect to some or all of the shares of Stock acquired upon
the exercise of the Option pursuant to a program or procedure
approved by the Company (includi