1993 EMPLOYEE STOCK PURCHASE
PLAN
Amended and Restated as of
April 22, 2005
The following
constitute the provisions of the 1993 Employee Stock Purchase Plan
of Actel Corporation.
1.
Purpose . The purpose of the Plan is to provide employees of
the Company and its Designated Subsidiaries with an opportunity to
purchase Common Stock of the Company through accumulated payroll
deductions. It is the intention of the Company to have the Plan
qualify as an “Employee Stock Purchase Plan” under
Section 423 of the Code. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that
section of the Code.
(a) “
Board ” shall mean the Board of Directors of the
Company.
(b) “
Code ” shall mean the Internal Revenue Code of 1986,
as amended.
(c) “
Common Stock ” shall mean the Common Stock of the
Company.
(d) “
Company ” shall mean Actel Corporation, a California
corporation.
(e) “
Compensation ” shall mean all base straight time gross
earnings including commissions, overtime and shift premiums, and
all incentive compensation, incentive payments, bonuses and other
compensation.
(f) “
Designated Subsidiaries ” shall mean the Subsidiaries
which have been designated by the Board from time to time in its
sole discretion as eligible to participate in the Plan.
(g) “
Employee ” shall mean any individual who is an
employee of the Company or any Designated Subsidiary for tax
purposes whose employment with the Company or any Designated
Subsidiary averages at least twenty (20) hours per week and
more than five (5) months in any calendar year. For purposes of the
Plan, the employment relationship shall be treated as continuing
intact while the individual is on sick leave or other leave of
absence approved by the Company. Where the period of leave exceeds
90 days and the individual’s right to reemployment is
not guaranteed either by statute or by contract, the employment
relationship will be deemed to have terminated on the 91st day of
such leave.
(h) “
Enrollment Date ” shall mean the first day of each
Offering Period.
(i) “
Exercise Date ” shall mean the last day of each
Offering Period.
(j) “
Fair Market Value ” shall mean, as of any date, the
value of Common Stock determined as follows:
(i) If the Common
Stock is listed on any established stock exchange or a national
market system, including without limitation the National Market
System of the National Association of Securities Dealers, Inc.
Automated Quotation (“NASDAQ”) System, its Fair Market
Value shall be the closing sale price for the Common Stock (or the
mean of the closing bid and asked prices, if no sales were
reported), as quoted on such exchange (or the exchange with
the
greatest volume
of trading in Common Stock) or system on the date of such
determination, as reported in the Wall Street Journal or such other
source as the Board deems reliable, or;
(ii) If the Common
Stock is quoted on the NASDAQ system (but not on the National
Market System thereof) or is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean of the closing bid and asked prices
for the Common Stock on the date of such determination, as reported
in the Wall Street Journal or such other source as the Board deems
reliable, or;
(iii) In the
absence of an established market for the Common Stock, the Fair
Market Value thereof shall be determined in good faith by the
Board.
(k) “
Offering Period ” shall mean the period of
approximately twenty-four (24) months during which an option
granted pursuant to the Plan may be exercised; provided, however,
any Offering Period in effect on or prior to July 1, 2005 will
terminate with a final purchase date on July 1, 2005. The
first Offering Period following July 1, 2005 shall be
approximately twenty-five (25) months long, commencing on
July 5, 2005 and terminating on the last Trading Day in the
period ending July 31, 2007. The next Offering Period will
commence on the first Trading Day on or after January 2, 2006
and shall terminate on the last Trading Day in the period ending
January 31, 2008. Thereafter, subsequent Offering Periods
shall commence on the first Trading Day on or after August 1 and
February 1 of each year and terminate on the last Trading Day of
the periods ending twenty-four (24) months later. The duration
and timing of Offering Periods may be changed pursuant to
Sections 4 and 19 of this Plan.
(l) “
Plan ” shall mean this Employee Stock Purchase
Plan.
(m) “
Purchase Period ” shall mean the approximately six
month period commencing after one Exercise Date and ending with the
next Exercise Date, except that the first Purchase Period of any
Offering Period shall commence on the Enrollment Date and end with
the next Exercise Date. The first Purchase Period for the Offering
Period commencing July 5, 2005 shall terminate on January 1,
2006. The second Purchase Period for the Offering Period commencing
July 5, 2005 (and the first Purchase Period for the Offering
Period commencing on the first Trading Day on or after
January 2, 2006) shall commence on the first Trading Day on or
after January 2, 2006 and shall terminate on the last Trading
Day in the period ending July 31, 2006. Thereafter, subsequent
Purchase Periods shall revert to their normal six-month schedule,
as specified in the first sentence of this
Section 2(m).
(n) “
Purchase Price ” shall mean an amount equal to 85% of
the Fair Market Value of a share of Common Stock on the Enrollment
Date or on the Exercise Date, whichever is lower.
(o) “
Reserves ” shall mean the number of shares of Common
Stock covered by each option under the Plan which have not yet been
exercised and the number of shares of Common Stock which have been
authorized for issuance under the Plan but not yet placed under
options.
(p) “
Subsidiary ” shall mean a corporation, domestic or
foreign, of which not less than 50% of the voting shares are held
by the Company or a Subsidiary, whether or not such corporation now
exists or is hereafter organized or acquired by the Company or a
Subsidiary.
(q) “
Trading Day ” shall mean a day on which national stock
exchanges and the National Association of Securities Dealers
Automated Quotation (NASDAQ) System are open for
trading.
(a) Any Employee
(as defined in Section 2(g)), who shall be employed by the
Company on a given Enrollment Date shall be eligible to participate
in the Plan.
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(b) Any provisions
of the Plan to the contrary notwithstanding, no Employee shall be
granted an option under the Plan (i) if immediately after the
grant, such Employee (or any other person whose stock would be
attributed to such Employee pursuant to Section 424(d) of the Code)
would own capital stock of the Company and/or hold outstanding
options to purchase such stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of the
capital stock of the Company or of any Subsidiary, or
(ii) which permits his or her rights to purchase stock under
all employee stock purchase plans of the Company and its
subsidiaries to accrue at a rate which exceeds twenty-five thousand
dollars ($25,000) of Fair Market Value of such stock (determined at
the time such option is granted) for each calendar year in which
such option is outstanding at any time.
4.
Offering Periods . The Plan shall be implemented by
consecutive Offering Periods with the first Offering Period
commencing after the date of the Company’s 2005 annual
shareholder meeting commencing on July 5, 2005 and terminating
on the last Trading Day in the period ending July 31, 2007.
The next Offering Period will commence on the first Trading Day on
or after January 2, 2006 and shall terminate on the last Trading
Day in the period ending January 31, 2008. The next Offering
Period will commence on the first Trading Day on or after
August 1, 2006 and shall terminate on the last Trading Day in
the period ending July 31, 2008. Thereafter, subsequent
Offering Periods shall commence on the first Trading Day on or
after February 1 and August 1 of each year and terminate on the
last Trading Day of the periods ending twenty-four months later.
The Board shall have the power to change the duration of Offering
Periods (including the commencement dates thereof) with respect to
future offerings without shareholder approval if such change is
announced at least five (5) days prior to the scheduled
beginning of the first Offering Period to be affected.
(a) An eligible
Employee may become a participant in the Plan by completing a
subscription agreement authorizing payroll deductions (in the form
of Exhibit A to this Plan) and filing it with the
Company’s payroll office prior to the applicable Enrollment
Date.
(b) Payroll
deductions for a participant shall commence on the first payroll
following the Enrollment Date and shall end on the last payroll in
the Offering Period to which such authorization is applicable,
unless sooner terminated by the participant as provided in
Section 10 hereof; provided, however, that with respect to the
Purchase Period ending January 1, 2006, there will be a
special payroll deduction made with respect to amounts deferred
under this Plan pursuant to Compensation earned through
January 1, 2006.
(a) At the time a
participant files his or her subscription agreement, he or she
shall elect to have payroll deductions made on each pay day during
the Offering Period in an amount not exceeding fifteen percent
(15%) of the Compensation which he or she receives on each pay day
during the Offering Period, and the aggregate of such payroll
deductions during the Offering Period shall not exceed fifteen
percent (15%) of the participant’s Compensation during said
Offering Period.
(b) All payroll
deductions made for a participant shall be credited to his or her
account under the Plan and will be withheld in whole percentages
only. A participant may not make any additional payments into such
account.
(c) A participant
may discontinue his or her participation in the Plan as provided in
Section 10 hereof, or may increase or decrease the rate of his
or her payroll deductions during the Offering Period by filing with
the Company a new subscription agreement authorizing a change in
payroll deduction rate. The Board may, in its discretion, limit the
number of participation rate changes during any Offering Period.
The change in rate shall be effective with the first full payroll
period following five (5) business days after the
Company’s receipt of the new subscription agreement unless
the Company elects to process a given
3
change in
participation more quickly. A participant’s subscription
agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10 hereof.
(d)
Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) hereof, a
participant’s payroll deductions may be decreased to 0% if
the following should occur: For the Purchase Periods that end
during a single calendar year, the sum of all payroll deductions
that have been used to purchase stock under the Plan plus all
payroll deductions accumulated for the purchase of stock equals
$21,250. Payroll deductions shall recommence at the rate provided
in such participant’s subscription agreement at the beginning
of the first Purchase Period which is scheduled to end in the
subsequent calendar year, unless terminated by the participant as
provided in Section 10 hereof.
(e) At the time
the option is exercised, in whole or in part, or at the time some
or all of the Company’s Common Stock issued under the Plan is
disposed of, the participant must make adequate provision for the
Company’s federal, state, or other tax withholding
obligations, if any, which arise upon the exercise of the option or
the disposition of the Common Stock. At any time, the Company may,
but will not be obligated to, withhold from the participant’s
compensation the amount necessary for the Company to meet
applicable withholding obligations, including any withholding
required to make available to the Company any tax deductions or
benefits attributable to sale or early disposition of Common Stock
by the Employee.
7. Grant
of Option . On the Enrollment Date of each Offering Period,
each eligible Employee participating in such Offering Period shall
be granted an option to purchase on the Exercise Date of such
Offering Period (at the applicable Purchase Price) up to a number
of shares of the Company’s Common Stock determined by
dividing such Employee’s payroll deductions accumulated prior
to such Exercise Date and retained in the Participant’s
account as of the Exercise Date by the applicable Purchase Price;
provided that such purchase shall be subject to the limitations set
forth in Sections 3(b) and 12 hereof; provided, further, that in no
event shall any Employee purchase in excess of ten thousand shares
in any Offering Period. Exercise of the option shall occur as
provided in Section 8 hereof, unless the participant has
withdrawn pursuant to Section 10 hereof, and the option shall
expire on the last day of the Offering Period.
8.
Exercise of Option . Unless a participant withdraws from the
Plan as provided in Section 10 hereof, his or her option for
the purchase of shares will be exercised automatically on the
Exercise Date, and the maximum number of full shares subject to the
option shall be purchased for such participant at the applicable
Purchase Price with the accumulated payroll deductions in his or
her account. No fractional shares will be purchased; any payroll
deductions accumulated in a participant’s account which are
not sufficient to purchase a full share shall be retained in the
participant’s account for the subsequent Purchase Period,
subject to earlier withdrawal by the participant as provided in
Section 10 hereof. Any other monies left over in a
participant’s account after the Exercise Date shall be
returned to the participant. During a participant’s lifetime,
a participant’s option to purchase shares hereunder is
exercisable only by him or her.
9.
Delivery . As promptly as practicable after each Exercise
Date on which a purchase of shares occurs, the Company shall
arrange the delivery to each participant, as appropriate, of a
certificate representing the shares purchased upon exercise of his
or her option.
10.
Withdrawal; Termination of Employment .
(a) A participant
may withdraw all but not less than all the payroll deductions
credited to his or her account and not yet used to exercise his or
her o
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