Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 81 461K
2: EX-3.1 Restated Articles of Incorporation 18 60K
3: EX-3.3 Registrant's Bylaws 39 131K
4: EX-3.4 Certificate of Amendment of the Bylaws 2± 9K
5: EX-10.1 Registrant's 1990 Stock Option Plan 28 95K
9: EX-10.10 Second Amended Investors Rights Agreement 22 86K
10: EX-10.11 Form of Indemnification Agreement 10 50K
11: EX-10.12 Pericom Technology Agreement 28 80K
12: EX-10.13 Harris Agreement 21 126K
6: EX-10.2 Registrant's 1995 Stock Option Plan 9 41K
7: EX-10.3 Registrant's 1997 Employee Stock Purchase Plan 15 62K
8: EX-10.4 Lease Dated November 29, 1993 67± 254K
13: EX-11.1 Computation of Net Income Per Share 1 8K
14: EX-27.1 Financial Data Schedule 2 10K
EXHIBIT 10.1
PERICOM SEMICONDUCTOR CORPORATION
1990 STOCK PLAN
1. Establishment, Purpose, and Definitions.
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(a) There is hereby adopted the 1990 Stock Plan (the "Plan") of
PERICOM SEMICONDUCTOR CORPORATION (the "Company").
(b) The purpose of the Plan is to provide a means whereby eligible
individuals (as defined in paragraph 4 below) can acquire Common Stock of the
Company (the "Stock"). The Plan provides employees (including officers and
directors who are employees) of the Company and of its Affiliates an opportunity
to purchase shares of Stock pursuant to options which may qualify as incentive
stock options (referred to as "incentive stock options") under Section 422 of
the Internal Revenue Code, as amended (the "Code"), and employees, officers,
directors, independent contractors, and consultants of the Company and of its
Affiliates an opportunity to purchase shares of Stock pursuant to options which
are not described in Section 422 or 423 of the Code (referred to as
"nonqualified stock options"). The Plan also provides for the transfer or sale
of Stock to eligible individuals in connection with the performance of services
for the Company or its Affiliates.
(c) The term "Affiliates" as used in the Plan means parent or
subsidiary corporations, as defined in Sections 425(e) and (f) of the Code (but
substituting "the Company" for "employer corporation"), including parents or
subsidiaries which become such after adoption of the Plan.
2. Administration of the Plan.
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(a) The Plan shall be administered by the Board of Directors of the
Company (the "Board"). The Board may delegate the responsibility for
administering the Plan to a committee, under such terms and conditions as the
Board shall determine (the "Committee"). The Committee shall consist of not
less than three members to be appointed by the Board. The Board may remove
members from or add members to the Committee. Vacancies on the Committee shall
be filled by the Board. The Committee shall select one of its members as
chairman, and shall hold meetings at such times and places as it may determine.
A majority of the Committee shall constitute a quorum and acts of the Committee
at which a quorum is present, or acts reduced to or approved in writing by all
the members of the Committee, shall be the valid acts of the Committee. If the
Board does not delegate administration of the Plan to the Committee, then each
reference in this Plan to "the Committee" shall be construed to refer to
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the Board.
(b) The Committee shall determine which eligible individuals (as
defined in paragraph 4 below) shall be granted options under the Plan, the
timing of such grants, the terms thereof (including any restrictions on the
Stock), and the number of shares for which an option or options shall be granted
to an optionee.
(c) The Committee may amend the terms of any outstanding option
granted under this Plan, but any amendment which would adversely affect the
optionee's rights under an outstanding option shall not be made without the
optionee's written consent. The Committee may, with the optionee's written
consent, cancel any outstanding stock option or accept any outstanding stock
option in exchange for a new option.
(d) The Committee shall also determine which eligible individuals (as
defined in paragraph 4 below) shall be issued Stock under the Plan, the timing
of such grants, the terms thereof (including any restrictions), and the number
of shares to be granted. The Stock shall be issued for such consideration (if
any) as the Committee deems appropriate. Stock issued subject to restrictions
shall be evidenced by a written agreement (the "Restricted Stock Purchase
Agreement"). The Committee may amend any Restricted Stock Purchase Agreement,
but any amendment which would adversely affect the individual's rights to the
Stock shall not be made without his or her written consent.
(e) The Committee shall have the sole authority, in its absolute
discretion to adopt, amend, and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of the Plan, to construe and
interpret the Plan, the rules and the regulations, and the instruments
evidencing options or Stock granted under the Plan and to make all other
determinations deemed necessary or advisable for the administration of the Plan.
All decisions, determinations, and interpretations of the Committee shall be
binding on all optionees.
3. Stock Subject to the Plan.
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(a) An aggregate of not more than two million nine hundred ten
thousand (2,910,000) shares of Stock shall be available for the grant of options
or the issuance of Stock under the Plan. If an option is surrendered (except
surrender for shares of Stock) or for any other reason ceases to be exercisable
in whole or in part, the shares which were subject to such option but as to
which the option had not been exercised shall continue to be available under the
Plan.
(b) If there is any change in the Stock subject
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to the Plan, the Stock subject to a Restricted Stock Purchase Agreement or the
Stock subject to any option granted under the Plan, through merger,
consolidation, reorganization, recapitalization, reincorporation, stock split,
stock dividend (in excess of two percent of the outstanding capital Stock of the
Company), or other change in the corporate structure of the Company, appropriate
adjustments may be made by the Committee in order to preserve but not to
increase the benefits to the individual, including adjustments to the aggregate
number and kind of shares subject to the Plan or to a Restricted Stock Purchase
Agreement and the number and kind of shares and the price per share subject to
outstanding options on a basis consistent with adjustments made to the shares
issued and outstanding outside of the Plan.
4. Eligible Individuals. Individuals who shall be eligible to have
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granted to them the options or Stock provided for by the Plan shall be such
employees, officers, directors, independent contractors, and consultants of the
Company or an Affiliate as the Committee, in its discretion, shall designate
from time to time. Notwithstanding the foregoing, only employees of the Company
or an Affiliate (including officers and directors who are bona fide employees)
shall be eligible to receive incentive stock options.
5. The Option Price. The exercise price of the Stock covered by each
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incentive stock option shall be not less than the per share fair market value of
such Stock as determined in good faith by the Committee as of the date the
option is granted. The exercise price of the Stock covered by each nonqualified
stock option shall be not less than 85% of the per share fair market value of
such stock as determined in good faith by the Committee as of the date the
option is granted. Notwithstanding the foregoing, in the case of an option
granted to a person possessing more than ten percent of the combined voting
power of the Company or an Affiliate, the exercise price shall be not less than
110 percent of the fair market value of the Stock on the date the option is
granted. The exercise price of an option shall be subject to adjustment to the
extent provided in paragraph 3(b), above.
6. Terms and Conditions of Options.
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(a) Each option granted pursuant to the Plan will be evidenced by a
written Stock Option Agreement executed by the Company and the person to whom
such option is granted.
(b) The Committee shall determine the term of each option granted
under the Plan; provided, however, that the term of any stock option shall not
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be for more than 10 years and that, in the case of an option granted to a person
possessing more than ten percent of the combined voting power of the Company
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or an Affiliate, the term of each option shall be for no more than five years.
(c) In the case of incentive stock options, the aggregate fair market
value (determined as of the time such option is granted) of the Stock with
respect to which incentive stock options are exercisable for the first time by
an eligible employee in any calendar year (under this Plan and any other plans
of the Company or its Affiliates) shall not exceed $100,000.
(d) The Stock Option Agreement may contain such other terms,
provisions, and conditions as may be determined by the Committee (not
inconsistent with this Plan). If an option, or any part thereof is intended to
qualify as an incentive stock option, the Stock Option Agreement shall contain
those terms and conditions which are necessary to so qualify it.
7. Terms and Conditions of Stock Purchase and Bonus
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(a) Each sale or grant of stock pursuant to the Plan will be evidenced
by either a written Restricted Stock Purchase Agreement executed by the Company
and the person to whom such stock is sold or granted or a written Restricted
Stock Bonus Agreement executed by the Company and the person to whom such stock
is granted.
(b) The Restricted Stock Purchase Agreement or Restricted Stock Bonus
Agreement may contain such other terms, provisions, and conditions as may be
determined by the Committee (not inconsistent with this Plan), including not by
way of limitation, restrictions on transfer, forfeiture provisions, repurchase
provisions, and vesting provisions.
(c) At the time of each sale or grant of stock or options pursuant to
the Plan, a copy of the Plan shall be delivered by the Company to the person to
whom such stock is sold or option granted.
8. Amendment, Suspension, or Termination of the Plan.
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(a) The Board may at any time amend, suspend or terminate the Plan as
it deems advisable; provided, however, except as provided in paragraph 3(b),
above, the Board shall not amend the Plan with respect to incentive stock
options in the following respects without the consent of stockholders then
sufficient to approve the Plan with respect to incentive stock options in the
first instance:
(i) To increase the maximum number of shares subject to incentive
stock options issued under the Plan; or
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(ii) To change the designation or class of persons eligible to
receive incentive stock options under the Plan.
(b) No option may be granted nor any Stock issued under the Plan
during any suspension or after the termination of the Plan, and no amendment,
suspension, or termination of the Plan shall, without the affected individual's
consent, alter or impair any rights or obligations under any option previously
granted under the Plan. The Plan shall terminate on December 20, 2000, unless
previously terminated by the Board pursuant to this paragraph 9.
9. Assignability. Each option granted pursuant to this Plan shall,
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during the optionee's lifetime, be exercisable only by him, or by his guardian
or legal representative and neither the option nor any right hereunder shall be
transferable by optionee by operation of law or otherwise other than by will or
the laws of descent and distribution. Stock subject to a Restricted Stock
Purchase Agreement shall be transferable only as provided in such Agreement.
This Plan and all options to purchase Stock and all shares of Stock issued
hereunder shall be binding upon, and shall inure to the benefit of any successor
corporation to the Company.
10. Payment Upon Exercise. Payment of the purchase price upon exercise
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of any option granted under this Plan shall be made in cash; provided, however,
that the Committee, in its sole discretion, may permit an optionee to pay the
option price in whole or in part (i) with shares of Stock owned by the Optionee;
(ii) by delivery on a form prescribed by the Committee of an irrevocable
direction to a securities broker approved by the Committee to sell shares and
deliver all or a portion of the proceeds to the Company in payment for the
Stock; (iii) by delivery of the optionee's promissory note with such recourse,
interest, security, and redemption provisions as the Committee in its discretion
determines appropriate; or (iv) in any combination of the foregoing. Any Stock
used to exercise options shall be valued at its fair market value on the date of
the exercise of the option.
11. Withholding. No Stock shall be granted or sold under the Plan to any
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participant until the participant has made arrangements acceptable to the
Committee for the satisfaction of federal, state, and local income and social
security tax withholding obligations incident to either the receipt of Stock
under the Plan, the lapsing of restrictions applicable to such Stock, or the
failure to satisfy the conditions for treatment as incentive stock options under
applicable tax law. With the consent of the Committee and in accordance with
procedures established by the Committee, optionees may utilize the Company's
common stock (whether acquired through exercise of a stock option
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or otherwise) to satisfy federal, state, and local income and social security
tax withholding obligations.
12. Restrictions on Transfer of Shares. The Stock acquired pursuant
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to the Plan shall be subject to such restrictions and agreements regarding sale,
assignment, encumbrances, or other transfer as are in effect among the
stockholders of the Company at the time such Stock is acquired, as well as to
such other restrictions as the Committee shall deem advisable.
13. Stockholder Approval. This Plan shall only become effective with
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regard to incentive stock options upon its approval by a majority of the
stockholders voting (in person or by proxy) at a stockholders' meeting held
within 12 months of the Board's adoption of the Plan. The Committee may grant
incentive stock options under the Plan prior to stockholder approval, but until
stockholder approval of the Plan is obtained, no incentive stock option shall be
exercisable.
14. Merger or Sale of Assets. In the event of a merger or
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consolidation in which the Company is not the surviving corporation, options
granted pursuant to the Plan shall terminate to the extent the option is
unexercised; provided, however, that, notwithstanding the terms of the option,
the option shall become fully exercisable prior to consummation of such merger
or consolidation at such time(s) as the Board shall determine and the surviving
or acquiring corporation, as a condition precedent to consummation of said
transaction, shall assume the outstanding options or issue a substitute stock
option in place thereof.
15. Effect of Change in Stock Subject to Plan. Appropriate
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adjustments shall be made in the number, exercise price, and class of shares of
stock subject to an option in the event of a stock dividend, stock split,
reverse stock split, or like change in the capital structure of the Company.
Any such adjustment shall be determined in good faith by the Board and shall be
binding on the Company and the optionee.
16. Information. During the period that any option is outstanding,
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the Company shall provide optionees, access, on an annual or other periodic
basis, to such financial information regarding the Company as the Company
prepares for distribution to its shareholders.
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PERICOM SEMICONDUCTOR CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
This Agreement is made as of _____________, 19__ (the "Grant Date"),
between PERICOM SEMICONDUCTOR CORPORATION (the "Company") and
__________________________ ("Optionee").
WITNESSETH:
WHEREAS, the Company has adopted the Pericom Semiconductor Corporation
1990 Stock Plan (the "Plan"), which Plan is incorporated in this Agreement by
reference and made a part of it; and
WHEREAS, the Company regards Optionee as a valuable employee of the
Company, and has determined that it would be to the advantage and interest of
the Company and its shareholders to grant the options provided for in this
Agreement to Optionee as an inducement to remain in the service of the Company
and its Affiliates (as defined in the Plan) and as an incentive for increased
efforts during such service;
1. (a) Option Grant. The Company hereby grants to Optionee the right
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and option to purchase from the Company on the terms and conditions
hereinafter set forth, all or any part of an aggregate of ____________
shares of the Common Stock of the Company (the "Stock"). This option is
intended to satisfy the requirements of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").
(b) Option Price. The purchase price of the stock subject to
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this option shall be $__________ per share. The term "Option Price" as
used in this agreement refers to the purchase price of the Stock subject to
this option.
2. Option Period. This option shall be exercisable only during the
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Option Period, and during such Option Period, the exercisability of the option
shall be subject to the limitations of paragraph 3 and the vesting provisions of
paragraph 4. The Option Period shall commence on the Grant Date and except as
provided in paragraph 3, shall terminate five years from the Grant Date (the
"Expiration Date").
3. Limits on Option Period. The Option Period may end before the
-----------------------
Expiration Date, as follows:
(a) If Optionee ceases to be a bona fide employee of the Company
or an Affiliate for any reason other than termination for cause, disability
(within the meaning of
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subparagraph (c)) or death during the Option Period, the Option Period
shall terminate ninety (90) days after the date of such cessation of
employment or on the Expiration Date, whichever shall first occur, and the
option shall be exercisable only to the extent exercisable under paragraph
4 on the date of Optionee's cessation of employment.
(b) If Optionee dies while in the employ of the Company or any of
its Affiliates, the Option Period shall end one year after the date of
death or on the Expiration Date, whichever shall first occur, and
Optionee's executor or administrator or the person or persons to whom
Optionee's rights under this option shall pass by will or by the applicable
laws of descent and distribution may exercise this option only to the
extent exercisable under paragraph 4 on the date of Optionee's death.
(c) If Optionee's employment is terminated by reason of
disability (within the meaning of Section 105(d)(4) of the Code), the
Option Period shall end one year after the date of Optionee's cessation of
employment or on the Expiration Date, whichever shall first occur, and the
option shall be exercisable only to the extent exercisable under paragraph
4 on the date of Optionee's cessation of employment.
(d) If Optionee is on a leave of absence from the Company or an
Affiliate because of his disability, or for the purpose of serving the
government of the country in which the principal place of employment of
Optionee is located, either in a military or civilian capacity, or for such
other purpose or reason as the Board may approve, Optionee shall not be
deemed during the period of such absence, by virtue of such absence alone,
to have terminated employment with the Company or an Affiliate except as
the Board may otherwise expressly provide.
(e) If Optionee's employment with the Company or any of its
Affiliates terminates for cause during the Option Period, the Option Period
shall terminate on the date of such Optionee's termination of employment
and the number of vested and unexercised shares as of the date of
termination shall be exercisable for a period of thirty (30) days from the
date of termination.
4. Vesting of Right to Exercise Options. Subject to other
------------------------------------
limitations contained in this Agreement, the Optionee shall have the right to
exercise the option in accordance with the following schedule:
(a) As to 50% of the number of shares covered by the option, at
any time after the Date of Grant;
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(b) As to the remaining 50% of the number of shares covered by the
Option, an additional 2.083% of the total shares each month commencing after the
Date of Grant so that the option is fully exercisable as to all shares subject
hereto two (2) years from the Date of Grant.
Any portion of the option that is not exercised shall accumulate and
may be exercised at any time during the Option Period prior to the Expiration
Date. No partial exercise of this option may be for less than 5 percent of the
total number of shares then available under this option. In no event shall the
Company be required to issue fractional shares. Notwithstanding the foregoing,
the aggregate fair market value (determined as of the time such option is
granted) of the Stock with respect to which incentive stock options are
exercisable for the first time in any calendar year (under the Plan and any
other incentive stock option plans of the Company or its Affiliates) shall not
exceed $100,000.
5. Method of Exercise. Optionee may exercise the option with
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respect to all or any part of the shares of Stock then subject to such exercise
as follows:
(a) By giving the Company written notice of such exercise,
specifying the number of such shares as to which this option is exercised.
Such notice shall be accompanied by an amount equal to the Option Price of
such shares, in the form of any one or combination of the following: (i)
cash, a certified check, bank draft, postal or express money order payable
to the order of the Company in lawful money of the United States; or (ii)
such other consideration as the Committee may consider acceptable in its
sole discretion, or (iii) in any combination of the foregoing. If shares
of Stock are permitted to be delivered as consideration, the shares of
Stock shall be valued in accordance with procedures established by the
Board or a committee appointed by the Board to administer the Plan (the
"Committee"). (If the Board does not delegate administration of the Plan
to the Committee, then each reference in this Agreement to "the Committee"
shall be construed to refer to the Board.) Any note used to exercise this
option shall be a full recourse, interest-bearing obligation containing
such terms as the Committee shall determine. If a note is used, the
Optionee agrees to execute such further documents as the Company may deem
necessary or appropriate in connection with issuing the note, perfecting a
security interest in the Stock purchased with the note, and any related
terms or conditions that the Company may propose. Such further documents
may include, not by way of limitation, a security agreement, an escrow
agreement, a voting trust agreement and an assignment separate from
certificate.
(b) Optionee (and Optionee's spouse, if any) shall be required,
as a condition precedent to acquiring Stock
9
through exercise of the option, to execute one or more agreements relating
to obligations in connection with ownership of the Stock or restrictions on
transfer of the Stock no less restrictive than the obligations and
restrictions to which the other stockholders of the Company are subject at
the time of such exercise.
(c) If required by the Company, Optionee shall give the Company
satisfactory assurance in writing, signed by Optionee or his legal
representative, as the case may be, that such shares are being purchased
for investment and not with a view to the distribution thereof, provided
that such assurance shall be deemed inapplicable to (1) any sale of such
shares by such Optionee made in accordance with the terms of a regis-
tration statement covering such sale, which may hereafter be filed and
become effective under the Securities Act of 1933, as amended, and with
respect to which no stop order suspending the effectiveness thereof has
been issued, and (2) any other sale of such shares with respect to which in
the opinion of counsel for the Company, such assurance is not required to
be given in order to comply with the provisions of the Securities Act of
1933, as amended.
As soon as practicable after receipt of the notice required in
paragraph 5(a) and satisfaction of the conditions set forth in paragraphs 5(b)
and 5(c), the Company shall, without transfer or issue tax and without other
incidental expense to Optionee, deliver to Optionee at the principal office of
the Company, attention of the Secretary, or such other place as may be mutually
acceptable to the Company and Optionee, a certificate or certificates of such
shares of Stock; provided, however, that the time of such delivery may be
postponed by the Company for such period as may be required for it with
reasonable diligence to comply with applicable registration requirements under
the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, any applicable listing requirements of any national securities
exchange, and requirements under any other law or regulation applicable to the
issuance or transfer of such shares.
6. Corporate Transactions. If there should be any change in a class
----------------------
of Stock subject to this option, through merger, consolidation, reorganization,
recapitalization, reincorporation, stock split, stock dividend (in excess of 2
percent of the Company's outstanding capital stock) or other change in the
corporate structure of the Company, the Company shall make appropriate
adjustments in order to preserve, but not to increase, the benefits to Optionee,
including adjustments in the number of shares of such Stock subject to this
option and in the price per share. Any adjustment made pursuant to this
paragraph 6 as a consequence of a change in the corporate structure of the
Company shall not entitle Optionee to acquire a number of shares of such
10
Stock of the Company or shares of stock of any successor company greater than
the number of shares Optionee would receive if, prior to such change, Optionee
had actually held a number of shares of such Stock equal to the number of shares
subject to this option. If the Company is not the surviving corporation in any
merger or consolidation, every option outstanding hereunder shall be assumed by
the surviving entity and the Board shall give the Optionee the right to exercise
this option for a reasonable period of time prior to such event without regard
to the vesting provisions of paragraph 4.
7. Limitations on Transfer. This option shall, during Optionee's
-----------------------
lifetime, be exercisable only by him or by his representative or legal guardian,
and neither this option nor any right hereunder shall be transferable by
Optionee by operation of law or otherwise other than by will or the laws of
descent and distribution. In the event of any attempt by Optionee to alienate,
assign, pledge, hypothecate, or otherwise dispose of this option or of any right
hereunder, except as provided for in this Agreement, or in the event of the levy
of any attachment, execution, or similar process upon the rights or interest
hereby conferred, the Company at its election may terminate this option by
notice to Optionee and this option shall thereupon become null and void.
8. No Shareholder Rights. Neither Optionee nor any person entitled
---------------------
to exercise Optionee's rights in the event of his death shall have any of the
rights of a shareholder with respect to the shares of Stock subject to this
option except to the extent the certificates for such shares shall have been
issued upon the exercise of this option.
9. Lock-Up Agreement. Optionee, if requested by an underwriter of
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Common Stock or other securities of the Company, shall agree not to sell or
otherwise transfer or dispose of any Common Stock of the Company held by
Optionee (except Common Stock included in such registration) during the 180 day
period following the effective date of a registration statement of the Company
filed under the Securities Act of 1933, as amended, or such shorter period of
time as the underwriter shall require. Such agreement shall be in writing in
the form satisfactory to such underwriter. The Company may impose stop-transfer
instructions with respect to such Common Stock subject to the foregoing
restriction until the end of said period.
10. No Effect on Terms of Employment. Subject to the terms of any
--------------------------------
written employment contract to the contrary, the Company (or its Affiliate which
employs Optionee) shall have the right to terminate or change the terms of
employment of Optionee at any time and for any reason whatsoever, with or
without cause.
11. Notice. Any notice required to be given under the terms of this
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Agreement shall be addressed to the Company in care
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of its Secretary at the Office of the Company in Palo Alto, California, and any
notice to be given to Optionee shall be addressed to him at the address given by
him beneath his signature to this Agreement, or such other address as either
party to this Agreement may hereafter designate in writing to the other. Any
such notice shall be deemed to have been duly given when enclosed in a properly
sealed envelope or wrapper addressed as aforesaid, registered or certified and
deposited (postage or registration or certification fee prepaid) in a post
office or branch post office regularly maintained by the United States.
12. Committee Decisions Conclusive. All decisions of the Committee
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upon any question arising under the Plan or under this Agreement shall be
conclusive.
13. Successors. This Agreement shall be binding upon and inure to
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the benefit of any successor or successors of the Company. Where the context
permits, "Optionee" as used in this Agreement shall include Optionee's executor,
administrator or other legal representative or the person or persons to whom
Optionee's rights pass by will or the applicable laws of descent and
distribution.
14. Early Dispositions. Optionee agrees, as partial consideration
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for the designation of this option as an incentive stock option under Section
422A of the Code, to notify the Company in writing within thirty (30) days of
any disposition of any shares acquired by exercise of this option if such
disposition occurs within two (2) years from the Grant Date or within one (1)
year from the date Optionee purchased such shares by exercise of this option.
15. California Law. The interpretation, performance, and enforcement
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of this Agreement shall be governed by the laws of the State of California.
IN WITNESS WHEREOF, the Company has caused these presents to be
executed on its behalf, and Optionee has hereunto set his hand as of the day and
year first above written.
PERICOM SEMICONDUCTOR CORPORATION
By:______________________________
Its:_____________________________
_________________________________
Optionee
Address:
_________________________________
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ATTACHMENT A
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CONSENT OF SPOUSE
I, _____________________, spouse of __________________, have read and
approved the foregoing Agreement. In consideration of granting of the right of
my spouse to purchase shares of Pericom Semiconductor Corporation, as set forth
in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect
to the exercise of any rights of the Agreement insofar as I may have any rights
under such community property laws of the State of California or similar laws
relating to marital property in effect in the state of our residence as of the
date of the signing of the foregoing Agreement.
Dated: _______________
By: ______________________
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PERICOM SEMICONDUCTOR CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
This Agreement is made as of March __, 1994 (the "Grant Date"),
between PERICOM SEMICONDUCTOR CORPORATION (the "Company") and ______________
("Optionee").
WITNESSETH:
WHEREAS, the Company has adopted the Pericom Semiconductor Corporation
1990 Stock Plan (the "Plan"), which Plan is incorporated in this Agreement by
reference and made a part of it; and
WHEREAS, the Company granted Optionee certain option rights to
purchase up to _______________ shares of Common Stock on _________________ for
certain consulting services previously rendered by Consultant to the Company and
wishes to enter into this Nonqualified Stock Option Agreement for the purpose of
evidencing such prior option grant;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the parties to this Agreement hereby agree as follows:
1. (a) Option Grant. The Company hereby grants to Optionee the right
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and option to purchase from the Company on the terms and conditions
hereinafter set forth, all or any part of an aggregate of ___________
shares of the Common Stock of the Company (the "Stock"). This option is not
intended to satisfy the requirements of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").
(b) Option Price. The purchase price of the Stock subject to this
------------
option shall be $__________per share. The term "Option Price" as used in
this agreement refers to the purchase price of the Stock subject to this
option.
2. Option Period. This option shall be exercisable only during the
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Option Period. The Option Period shall commence on the Grant Date and shall
terminate five years from the Grant Date (the "Expiration Date").
3. Method of Exercise. Optionee may exercise the option with
------------------
respect to all or any part of the shares of Stock then subject to such exercise
as follows:
(a) By giving the Company written notice of such exercise,
specifying the number of such shares as to which this option is exercised.
Such notice shall be accompanied by an amount equal to the Option Price of
such shares, in cash,
14
a certified check, bank draft, postal or express money order payable to the
order of the Company in lawful money of the United States.
(If the Board does not delegate administration of the Plan to a
committee appointed by the Board to administer the Plan (the "Committee"), then
each reference in this Agreement to "the Committee" shall be construed to refer
to the Board.)
(b) Optionee (and Optionee's spouse, if any) shall be required,
as a condition precedent to acquiring Stock through exercise of the option, to
execute one or more agreements relating to obligations in connection with
ownership of the Stock or restrictions on transfer of the Stock no less
restrictive than the obligations and restrictions to which the other
stockholders of the Company are subject at the time of such exercise.
(c) If required by the Company, Optionee shall give the Company
satisfactory assurance in writing, signed by Optionee or his legal
representative, as the case may be, that such shares are being purchased for
investment and not with a view to the distribution thereof, provided that such
assurance shall be deemed inapplicable to (1) any sale of such shares by such
Optionee made in accordance with the terms of a registration statement covering
such sale, which may hereafter be filed and become effective under the
Securities Act of 1933, as amended, and with respect to which no stop order
suspending the effectiveness thereof has been issued, and (2) any other sale of
such shares with respect to which in the opinion of counsel for the Company,
such assurance is not required to be given in order to comply with the
provisions of the Securities Act of 1933, as amended. As soon as practicable
after receipt of the notice required in paragraph 3(a) and satisfaction of the
conditions set forth in paragraphs 3(b) and 3(c), the Company shall, without
transfer or issue tax and without other incidental expense to Optionee, deliver
to Optionee at the principal office of the Company, attention of the Secretary,
or such other place as may be mutually acceptable to the Company and Optionee, a
certificate or certificates of such shares of Stock; provided, however, that the
time of such delivery may be postponed by the Company for such period as may be
required for it with reasonable diligence to comply with applicable registration
requirements under the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, any applicable listing requirements of any
national securities exchange, and requirements under any other law or regulation
applicable to the issuance or transfer of such shares.
4. Corporate Transactions. If there should be any change in a class of
----------------------
Stock subject to this option, through merger,
consolidation, reorganization, recapitalization, reincorporation, stock split,
stock dividend (in excess of 2 percent) or other change in the corporate
structure of the Company, the Company shall make appropriate adjustments in
order to preserve, but not to increase, the benefits to Optionee, including
adjustments in the number of shares of such Stock subject to this option and in
the price per share. Any adjustment made pursuant to this paragraph 4 as a
consequence of a change in the corporate structure of the Company shall not
entitle Optionee to acquire a number of shares of such Stock of the Company or
shares of stock of any successor company greater than the number of shares
Optionee would receive if, prior to such change, Optionee had actually held a
number of shares of such Stock equal to the number of shares subject to this
option. If the Company is not the surviving corporation in any merger or
consolidation, every option outstanding hereunder shall be assumed by the
surviving entity and the Board shall give the Optionee the right to exercise
this option for a reasonable period of time prior to such event.
5. Limitations on Transfer. This option shall, during Optionee's
-----------------------
lifetime, be exercisable only by him or by his representative or legal guardian,
and neither this option nor any right hereunder shall be transferable by
Optionee by operation of law or otherwise other than by will or the laws of
descent and distribution. In the event of any attempt by Optionee to alienate,
assign, pledge, hypothecate, or otherwise dispose of this option or of any right
hereunder, except as provided for in this Agreement, or in the event of the levy
of any attachment, execution, or similar process upon the rights or interest
hereby conferred, the Company at its election may terminate this option by
notice to Optionee and this option shall thereupon become null and void.
6. No Shareholder Rights; No Further Option Rights. Neither Optionee nor
-----------------------------------------------
any person entitled to exercise Optionee's rights in the event of his death
shall have any of the rights of a shareholder with respect to the shares of
Stock subject to this option except to the extent the certificates for such
shares shall have been issued upon the exercise of this option. The options
granted herein are received by Optionee in full satisfaction of Optionee's
rights to receive any further option rights, equity securities or other
consideration from the Company for the consulting services previously rendered
by Optionee to the Company.
7. Lock-Up Agreement. Optionee, if requested by an underwriter of Common
-----------------
Stock or other securities of the Company, shall agree not to sell or otherwise
transfer or dispose of any Common Stock of the Company held by Optionee (except
Common Stock included in such registration) during the 180 day period following
the effective date of a registration statement of the Company filed under the
Securities Act of 1933, as amended, or such shorter period of time as the
underwriter shall require. Such agreement shall be in writing in the form
satisfactory to such underwriter.
The Company may impose stop-transfer instructions with respect to such Common
Stock subject to the foregoing restriction until the end of said period.
8. Notice. Any notice required to be given under the terms of this
------
Agreement shall be addressed to the Company in care of its Secretary at the
Office of the Company in Palo Alto, California, and any notice to be given to
Optionee shall be addressed to him at the address given by him beneath his
signature to this Agreement, or such other address as either party to this
Agreement may hereafter designate in writing to the other. Any such notice
shall be deemed to have been duly given when enclosed in a properly sealed
envelope or wrapper addressed as aforesaid, registered or certified and
deposited (postage or registration or certification fee prepaid) in a post
office or branch post office regularly maintained by the United States.
9. Committee Decisions Conclusive. All decisions of the Committee upon
------------------------------
any question arising under the Plan or under this Agreement shall be conclusive.
10. Successors. This Agreement shall be binding upon and inure to the
----------
benefit of any successor or successors of the Company. Where the context
permits, "Optionee" as used in this Agreement shall include Optionee's executor,
administrator or other legal representative or the person or persons to whom
Optionee's rights pass by will or the applicable laws of descent and
distribution.
11. Withholding. Optionee agrees to make appropriate arrangements
-----------
(including the withholding of shares from exercise or the transfer of shares to
the Company) with the Company and his employer for satisfaction of any
applicable federal, state or local income tax or employment tax withholding
requirements.
12. California Law. The interpretation, performance, and enforcement of
--------------
this Agreement shall be governed by the laws of the State of California.
IN WITNESS WHEREOF, the Company has caused these presents to be
executed on its behalf, and Optionee has hereunto set his hand as of the day and
year first above written.
PERICOM SEMICONDUCTOR CORPORATION
By:______________________________
Its:_____________________________
---------------------------------
Optionee
Address:
---------------------------------
---------------------------------
ATTACHMENT A
------------
CONSENT OF SPOUSE
I, ___________________, spouse of ___________________, have read and
approved the foregoing Agreement. In consideration of granting of the right of
my spouse to purchase shares of Pericom Semiconductor Corporation, as set forth
in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect
to the exercise of any rights of the Agreement insofar as I may have any rights
under such community property laws of the State of California or similar laws
relating to marital property in effect in the state of our residence as of the
date of the signing of the foregoing Agreement.
Dated: __________________
By: _______________________
PERICOM SEMICONDUCTOR CORPORATION
RESTRICTED STOCK PURCHASE AGREEMENT
THIS AGREEMENT is entered into as of the ____ day of ______, 19__,
between Pericom Semiconductor Corporation (the "Company") and
____________________________ (the "Recipient").
W I T N E S S E T H:
WHEREAS, the Company has adopted the Pericom Semiconductor Corporation 1990
Stock Plan (the "Plan"), which Plan is hereby incorporated in this Agreement by
reference and made a part of it; and
WHEREAS, the Company regards Recipient as a valuable contributor to the
Company, and has determined that it would be in the interest of the Company and
its shareholders to sell or grant the Stock provided for in this Agreement to
the Recipient as a reward for past efforts and an incentive for continued
service with the Company or its Affiliates (as defined in the Plan) and
increased achievements in the future by Recipient;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties to this Agreement hereby agree as follows:
1. Restricted Stock Purchase. Contemporaneously with the execution of
-------------------------
this Agreement, the Company will issue to Recipient ____________ shares of
Common Stock of the Company (the "Stock") for a consideration of $____ per share
("Purchase Price"). Payment for the Stock in the amount of the Purchase Price
multiplied by the number of shares issued hereunder shall be made to the Company
upon execution of this Agreement in cash, certified check or wire transfer
acceptable to a committee appointed by the Board of Directors of the Company
(the "Board") to administer the Plan (the "Committee"). (If the Board has not
appointed a Committee, then each reference to the "Committee" shall be construed
to refer to the Board.) Payment may also be made by a full recourse promissory
note, in the form attached hereto as Exhibit A, that bears interest at a rate
equal to at least that of the applicable federal rate on a compounded basis.
Recipient shall pledge the Stock as security for the promissory note.
All shares of Stock issued hereunder shall be deemed issued to Recipient as
fully paid and nonassessable shares, and Recipient shall have all rights of a
shareholder with respect thereto, including the right to vote, receive dividends
(including stock dividends), participate in stock splits or other
recapitalizations, and exchange such shares in a merger,
consolidation or other reorganization. The Company shall pay any applicable
stock transfer taxes. The term "Stock" also refers to the purchased Stock and
all securities received in replacement of the Stock, as a stock dividend or as a
result of any stock split, recapitalization, merger, reorganization, exchange or
the like, and all new, substituted or additional securities or other properties
to which Recipient is entitled by reason of Recipient's ownership of the Stock.
2. Restrictions. No Stock issued to the Recipient hereunder shall be
------------
sold, transferred by gift, pledged, hypothecated, or otherwise transferred or
disposed of by the Recipient prior to the date when the Recipient shall become
vested in such Stock pursuant to Section 3 hereof, and such Stock shall
constitute "Non-Vested Stock" until such date. Any attempt to transfer Stock in
violation of this Section 2 shall be null and void and shall be disregarded by
the Company. In addition, Non-Vested Stock shall be subject to a repurchase
option in favor of the Company (the "Repurchase Option").
The Repurchase Option shall be subject to the following terms and
conditions. In the event of the voluntary or involuntary termination of
employment of Recipient with the Company for any reason, with or without cause
(including death or disability), the Company shall, upon the date of such
termination, have an irrevocable, exclusive option for a period of ninety (90)
days from such date to repurchase from Recipient or any person receiving the
Non-Vested Stock by operation of law of other involuntary transfer, at the
original Purchase Price for the Non-Vested Stock.
The Repurchase Option shall be exercised by written notice by the Company
to Recipient or his executor and, at the Company's option, (i) by delivery to
the Recipient or his executor, with such notice, of a check in the amount of the
Purchase Price for the Non-Vested Stock being repurchased, or (ii) in the event
the Recipient is indebted to the Company, by cancellation by the Company of an
amount of such indebtedness equal to the Purchase Price for the Non-Vested Stock
being repurchased, or (iii) by a combination of (i) and (ii) so that the
combined payment and cancellation of indebtedness equals such Purchase Price.
Upon delivery by the Company of such notice and payment of the Purchase Price in
any of the ways described above, the Company shall become the legal and
beneficial owner of the Non-Vested Stock being repurchased and all rights and
interest therein or related thereto, and the Company shall have the right to
transfer to its own name the number of shares of Non-Vested Stock being
repurchased by the Company, without further action by Recipient.
For purposes of facilitating the enforcement of the provisions of this
paragraph 2, Recipient agrees, immediately upon receipt of the certificate(s)
for his Shares, to deliver such certificate(s), together with a stock power
executed in blank by Recipient and Recipient's spouse (if required for transfer)
with respect to each such stock certificate, to the Secretary or Assistant
Secretary of the Company, or their designee, to hold in escrow for so long as
such stock remains as Non-Vested Stock, with the authority to take all such
actions and to effectuate all such transfers and/or releases as may be necessary
or appropriate to accomplish the objectives of this Agreement in accordance with
the terms hereof. Recipient hereby acknowledges that the appointment of the
Secretary or Assistant Secretary of the Company (or their designee) as the
escrow holder hereunder with the stated authorities is a material inducement to
the Company to make this Agreement and that such appointment is coupled with an
interest and is accordingly irrevocable. Recipient agrees that such escrow
holder shall not be liable to any party hereto (or to any other party) for any
actions or omissions unless such escrow holder is grossly negligent relative
thereto. The escrow holder may rely upon any letter, notice or other document
executed by any signature purported to be genuine and may resign at any time.
3. Vesting. For purposes of this Agreement, the term "vest" shall mean
-------
with respect to any share of the Stock that such share is no longer subject to
the restrictions on transfer set forth in paragraph 2 and that such share is
released from the Repurchase Option. If Recipient would become vested in any
fraction of a share of Stock on any date, such fractional share shall not vest
and shall remain Non-Vested Stock until the Recipient becomes vested in the
entire share. The Stock subject to this Agreement shall vest:
(a) As to 25% of the number of shares covered by this Agreement,
one year from date of this Agreement;
(b) As to the remaining 75% of the number of shares covered by
this Agreement, at the rate of 2.083% per month commencing one year and one
month from the date of this Agreement so that all of the Stock is vested four
years from date of this Agreement.
4. Withholding of Taxes. Recipient shall provide the Company with a copy
--------------------
of any timely election made pursuant to Section 83(b) of the Internal Revenue
Code or similar provision of state law (collectively, an "83(b) Election"). If
Recipient makes a timely 83(b) Election, Recipient shall immediately pay Company
(or the Affiliate that employs Recipient) the amount necessary to satisfy any
applicable federal, state, and local income tax withholding requirements and
social security tax withholding requirements. If Recipient does not make a
timely
83(b) Election, Recipient shall, either at the time that the restrictions lapse
under this Agreement and the Plan or at the time withholding is otherwise
required by any applicable law, pay Company (or the Affiliate that employs
Recipient) the amount necessary to satisfy any applicable federal, state, and
local income tax withholding requirements and social security tax withholding
requirements.
5. Acceleration of Time for Vesting. The Committee may, in its sole
--------------------------------
discretion and in accordance with Section 14 of the Plan, accelerate, in whole
or in part, the time for vesting of Stock as set forth in section 3 above.
6. Additional Securities. Any securities received as the result of
---------------------
ownership of Non-Vested Stock (hereinafter called "Additional Securities"),
including, but not by way of limitation, warrants, options and securities
received as a stock dividend or stock split, or as a result of a
recapitalization or reorganization, shall be retained by the Company in the same
manner and subject to the same conditions as the Non-Vested Stock with respect
to which they were issued. Recipient shall be entitled to direct the Company to
exercise any warrant or option received as Additional Securities upon supplying
the funds necessary to do so, in which event the securities so purchased shall
constitute Additional Securities, but the Recipient may not direct Company to
sell any such warrant or option. If Additional Securities consist of a
convertible security, Recipient may exercise any conversion right, and any
securities so acquired shall be deemed Additional Securities. Additional
Securities shall be subject to the provisions of paragraphs 2, 3 and 5 above in
the same manner as the Non-Vested Stock.
7. Investment Representations.
--------------------------
(a) This Agreement is made in reliance upon the Recipient's representation
to the Company, which by its acceptance hereof the Recipient hereby confirms,
that the shares of Stock to be received by him will be acquired for investment
for his own account and not with a view to the sale or distribution of any part
thereof within the meaning of the Securities Act of 1933, as amended (the "1933
Act").
(b) The Recipient understands that the Stock is not registered under the
1933 Act, on the basis that the sale provided for in this Agreement and the
issuance of securities hereunder is exempt from registration under the 1933 Act
pursuant to section 4(2) and/or Section 3(b) thereof, and that the Company's
reliance on such exemption is predicated on the Recipient's representations set
forth herein.
(c) The Recipient understands that the Stock may not be sold, transferred,
or otherwise disposed of without
registration under the 1933 Act or an exemption therefrom, and that in the
absence of an effective registration statement covering the Stock or an
available exemption from registration under the 1933 Act, the Stock must be held
indefinitely. In particular, the Recipient is aware that the Stock (and any
Common Stock issued on conversion thereof) may not be sold pursuant to Rule 144
or Rule 701 promulgated under the 1933 Act unless all of the conditions of the
applicable Rules are met. Among the conditions for use of Rule 144 is the
availability of current information to the public about the Company. Such
information is not now available, and the Company has no present plans to make
such information available. The Recipient represents that, in the absence of an
effective registration statement covering the Stock, it will sell, transfer, or
otherwise dispose of the Stock only in a manner consistent with its
representations set forth herein and then only in accordance with the provisions
of paragraph 7(d) hereof.
(d) The Recipient agrees that in no event will it make a transfer or
disposition of any of the Stock (other than pursuant to an effective
registration statement under the 1933 Act), unless and until (i) the Recipient
shall have notified the Company of the proposed disposition and shall have
furnished the Company with a statement of the circumstances surrounding the
disposition, and (ii) if requested by the Company, at the expense of the
Recipient or transferee, the Recipient shall have furnished to the Company
either (A) an opinion of counsel, reasonably satisfactory to the Company, to the
effect that such transfer may be made without registration under the 1933 Act or
(B) a "no action" letter from the Securities and Exchange Commission to the
effect that the transfer of such securities without registration will not result
in a recommendation by the staff of the Securities and Exchange Commission that
action be taken with respect thereto. The Company will not require such a legal
opinion or "no action" letter (a) in any transaction in compliance with Rule
144, (b) in any transaction in which the Recipient which is a partnership
distributes Stock after six months after the purchase of such securities
hereunder solely to partners or retired partners (including spouses and
ancestors, descendants and siblings of such partners or spouses who acquire
Stock by gift, will or intestate succession) thereof for no consideration,
provided that each transferee agrees in writing to be subject to the terms of
this paragraph 7(d), (c) in any transaction in which the Recipient transfers any
or all shares held by such Recipient's by gift to such Investor's immediate
family ("immediate family" used herein shall mean spouse, father, mother,
brother, sister, or lineal descendant), (d) in any transaction in compliance
with Rule 701(c), or (e) in any transfer of unlegended securities.
8. Legends; Stop Transfer California Securities Law.
------------------------------------------------
(a) All certificates for shares of the Stock shall bear the following
legends:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THAT
CERTAIN RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND
________________, dated _____________. THE SHARES REPRESENTED BY THIS
CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH SUCH AGREEMENT, A COPY OF
WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.
(b) The certificates for shares of the Stock shall also bear any legend
required by any applicable state securities law.
(c) THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS
NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF
CALIFORNIA, AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY
PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL,
UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100,
25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES
TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING
OBTAINED, UNLESS THE SALE IS SO EXEMPT.
9. Lock-Up Agreement. Recipient, if requested by an underwriter of Common
-----------------
Stock or other securities of the Company, shall agree not to sell or otherwise
transfer or dispose of any Common Stock of the Company held by the Recipient
(except Common Stock included in such registration) during the 180 day period
following the effective date of a registration statement of the Company filed
under the 1933 Act, or such shorter period of time as the underwriter shall
require. Such agreement shall be in writing in the form satisfactory to such
underwriter. The Company may impose stop-transfer instructions with respect to
such Common Stock subject to the foregoing restriction until the end of said
period.
10. NO EMPLOYMENT RIGHTS.
--------------------
THIS AGREEMENT SHALL NOT CONFER UPON RECIPIENT ANY RIGHT WITH RESPECT TO
CONTINUATION OF HIS EMPLOYMENT WITH THE COMPANY OR ITS SUBSIDIARIES, NOR SHALL
IT INTERFERE IN ANY WAY WITH THE RIGHT OF RECIPIENT OR THE COMPANY, OR ANY OF
ITS SUBSIDIARIES, TO TERMINATE RECIPIENT'S EMPLOYMENT WITH THE
COMPANY AT ANY TIME OR CHANGE THE TERMS OF EMPLOYMENT OF RECIPIENT.
11. Rule 701 Filing. The Company and Recipient agree that the Shares are
---------------
being sold to Recipient pursuant to Rule 701 promulgated under the 1933
Securities Act. The Company covenants and agrees to file Form 701 with the
Securities and Exchange Commission as required by Rule 701.
12. Distributions. Company shall disburse to Recipient all dividends,
-------------
interest and other distributions paid or made in cash or property (other than
Additional Securities) with respect to Non-Vested Stock and Additional
Securities, less any applicable federal or state withholding taxes.
13. Successors. This Agreement shall be binding upon and shall inure to
----------
the benefit of the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
14. Notice. Any notice or other paper required to be given or sent
------
pursuant to the terms of this Agreement shall be sufficiently given or served
hereunder to any party when transmitted by registered or certified mail, postage
prepaid, addressed to the party to be served as follows:
Company: Pericom Semiconductor Corporation
2380 Bering Drive
San Jose, CA 95131
Recipient: At Recipient's address as it appears under
Recipient's signature to this Agreement, or to
such other address as Recipient may specify in
writing to the Company.
Any party may designate another address for receipt of notices so long as notice
is given in accordance with this paragraph.
15. Committee Decisions Conclusive. All decisions of the Committee
------------------------------
arising under the Plan or under this Agreement shall be conclusive.
16. California Law. The interpretation, performance and enforcement
--------------
of this Agreement shall be governed by the laws of the State of California.
17. Section 83(b) Election.
----------------------
Recipient hereby represents that he understands (a) the contents and
requirements of the 83(b) Election, (b) the application of Section 83(b) to the
purchase of Shares by
Recipient pursuant to this Agreement, (c) the nature of the election to be made
by Recipient under Section 83(b), and (d) the effect and requirements of the
83(b) Election under relevant state and local tax laws. Recipient further
represents that he [intends/does not intend] to file an election pursuant to
Section 83(b) with the Internal Revenue Service within thirty (30) days
following purchase of the Shares hereunder, and a copy of such election with his
federal tax return for the calendar year in which the date of this Agreement
falls. Recipient covenants to inform the Company of any change in Recipient's
state of residency.
IN WITNESS WHEREOF, the parties hereto have duly executed this Non-
Vested Stock Purchase Agreement as of the date first above written.
PERICOM SEMICONDUCTOR CORPORATION
By:______________________________
Its:_____________________________
_________________________________
Recipient
Address:
_________________________________
_________________________________
ATTACHMENT A
------------
CONSENT OF SPOUSE
I, _____________________, spouse of __________________, have read and
approved the foregoing Agreement. In consideration of the right of my spouse to
purchase shares of Pericom Semiconductor Corporation, as set forth in the
Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the
exercise of any rights of the Agreement insofar as I may have any rights under
such community property laws of the State of California or similar laws relating
to marital property in effect in the state of our residence as of the date of
the signing of the foregoing Agreement.
Dated: _______________, 19__
By: ________________________
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 12/20/00 | | 5 | | | | | None on these Dates |
| Filed on: | | 9/10/97 |
| List all Filings |
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