Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 401K
2: EX-10.1 EX-10.1 Consulting Agreement With Mary L. Dotz HTML 56K
Dated as of February 3, 2014
3: EX-10.2 EX-10.2 Automatic Grant Program for Non-Employee HTML 133K
Directors
4: EX-10.3 EX-10.3 Form of Rsu Agreement HTML 41K
5: EX-31.1 EX-31.1 Certification of CEO HTML 27K
6: EX-31.2 EX-31.2 Certification of CFO HTML 27K
7: EX-32.1 EX-32.1 Certification of CEO Sox HTML 21K
8: EX-32.2 EX-32.2 Cerifitication of CFO Sox HTML 21K
41: R1 Document and Entity Information HTML 39K
31: R2 Condensed Consolidated Balance Sheets HTML 139K
38: R3 Consolidated Balance Sheets (Parenthetical) HTML 42K
43: R4 Condensed Consolidated Statements of Operations HTML 75K
56: R5 Condensed Consolidated Statements of Comprehensive HTML 30K
Loss
32: R6 Condensed Consolidated Statements of Cash Flows HTML 111K
37: R7 The Company and Significant Accounting Policies HTML 34K
28: R8 Net Loss Per Share HTML 74K
21: R9 Concentration of Credit Risk and Significant HTML 44K
Customers
57: R10 Balance Sheet Components HTML 100K
45: R11 Debt HTML 30K
44: R12 Shareholders' Equity and Share-based Compensation HTML 100K
49: R13 Income Taxes HTML 30K
50: R14 Segment and Geographic Information HTML 76K
48: R15 Commitments and Contingencies HTML 30K
51: R16 The Company and Significant Accounting Policies HTML 50K
(Policies)
40: R17 Net Loss Per Share (Tables) HTML 75K
42: R18 Concentration of Credit Risk and Significant HTML 41K
Customers (Tables)
47: R19 Balance Sheet Components (Tables) HTML 114K
61: R20 Shareholders' Equity and Share-based Compensation HTML 107K
(Tables)
53: R21 Segment and Geographic Information (Tables) HTML 72K
34: R22 Net Loss Per Share - Basic and Diluted Income Per HTML 47K
Share (Details)
46: R23 Net Loss Per Share - Potential Dilutive Shares HTML 26K
(Details)
36: R24 Concentration of Credit Risk and Significant HTML 30K
Customers - (Details)
18: R25 Balance Sheet Components - Accounts receivable HTML 29K
(Details)
54: R26 Balance Sheet Components - Inventories (Details) HTML 32K
58: R27 Balance Sheet Components - Property, plant, and HTML 39K
equipment (Details)
25: R28 Balance Sheet Components - Other long term assets HTML 32K
(Details)
24: R29 Balance Sheet Components - Accrued liabilities HTML 52K
(Details)
26: R30 Balance Sheet Components - Product Warranty HTML 28K
Accrual (Details)
27: R31 Balance Sheet Components - Stock Rotation Accrual HTML 25K
(Details)
29: R32 Debt - (Details) HTML 43K
17: R33 Shareholders' Equity and Share-based Compensation HTML 33K
- Shares Repurchase (Details)
52: R34 Shareholders' Equity and Share-based Compensation HTML 71K
- Share-based Compensation (Details)
33: R35 Shareholders' Equity and Share-based Compensation HTML 41K
- Stock Options Outstanding and Exercisable
(Details)
35: R36 Shareholders' Equity and Share-based Compensation HTML 57K
- Restricted Stock Activity (Details)
20: R37 Shareholders' Equity and Share-based Compensation HTML 32K
- Share-based Compensation Expenses (Details)
60: R38 Income Taxes - Narrative (Details) HTML 31K
15: R39 Segment and Geographic Information - Revenue by HTML 31K
Location and Product Type (Details)
30: R40 Segment and Geographic Information - Long-lived HTML 25K
Assets (Details)
55: R41 Segment and Geographic Information - Narratives HTML 23K
(Details)
19: R42 Commitments and Contingencies - Purchase HTML 24K
Commitments (Details)
23: R43 Commitments and Contingencies - Guarantees HTML 21K
(Details)
59: XML IDEA XML File -- Filing Summary XML 84K
16: EXCEL IDEA Workbook of Financial Reports XLSX 118K
22: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 810K
9: EX-101.INS XBRL Instance -- aosl-20140331 XML 1.26M
11: EX-101.CAL XBRL Calculations -- aosl-20140331_cal XML 164K
12: EX-101.DEF XBRL Definitions -- aosl-20140331_def XML 423K
13: EX-101.LAB XBRL Labels -- aosl-20140331_lab XML 1.08M
14: EX-101.PRE XBRL Presentations -- aosl-20140331_pre XML 597K
10: EX-101.SCH XBRL Schema -- aosl-20140331 XSD 97K
39: ZIP XBRL Zipped Folder -- 0001387467-14-000070-xbrl Zip 137K
[FIRST NAME – LAST NAME] Option Number: [OPTION NUMBER]
[ADDRESS LINE 1] ID: [EMPLOYEE IDENTIFIER]
[ADDRESS LINE 2] Plan: Alpha
and Omega Semiconductor Limited
[CITY – STATE – ZIP CODE] 2009 Share Option/Share Issuance Plan
[COUNTRY]
A. The Company has implemented an automatic grant program under the Plan pursuant to which eligible non-employee members of the Board will automatically receive awards of restricted share units at periodic intervals over their period of Board service in order to provide such individuals with a meaningful incentive to continue to serve as members of the Board.
B. Participant is an eligible non-employee Board member, and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection
with the automatic grant of restricted share units to Participant.
C. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix A.
a.Grant of Restricted Share Units. Alpha and Omega Semiconductor Limited (the “Company”) hereby awards to [FIRST NAME – LAST NAME], as of the Award Date, Restricted Share Units under the 2009 Share Option/Share Issuance Plan. Each Restricted Share Unit represents the right to receive one Common Share in accordance with the express provisions of this Agreement. The number of Common Shares subject to the awarded Restricted Share Units, the applicable vesting schedule for those shares, the dates on which those vested shares shall become issuable to Participant and the remaining terms and
conditions governing the award (the “Award”) shall be as set forth in this Agreement.
AWARD SUMMARY
Award Date: [OPTION DATE, Month DD, YYYY]
Number of Shares Subject to Award: [TOTAL SHARES GRANTED] – Common Shares (the “Shares”)
Vesting Schedule: The Restricted Share Units shall vest with respect to the Shares in a series of four (4) successive equal quarterly installments upon the Participant’s completion of each three (3)-month period of
Board service over the one (1)-year period measured from the Award Date. Notwithstanding the foregoing, if the Company’s regular annual shareholders meeting for the calendar year immediately following the Award Date occurs prior to the one (1)-year period measured from the Award Date, then the last quarterly installment shall automatically vest on the date of such annual shareholders meeting, but only if the Participant continues in Board service through the date of such meeting. The Shares shall also be subject to accelerated vesting in accordance with the provisions of Paragraphs 3 and 5.
Issuance Schedule: Except as otherwise provided in Paragraph 5, each Share in which the Participant vests in accordance with the terms of this Agreement shall be issued, subject to the
Company’s collection of all applicable Withholding Taxes, on the earlier to occur of (a) the date of the regular annual shareholders meeting (or, if earlier, December 15) for the calendar year following the Award Date or (b) the date of the Participant’s cessation of Board service, or as soon thereafter as administratively practicable (the “Issuance Date”).
2.Limited Transferability. Prior to actual receipt of the Shares which vest hereunder, the Participant may not transfer any interest in the Award or the underlying Shares. Any Shares which vest hereunder but which otherwise remain unissued at the time of the Participant’s death may be transferred pursuant to the provisions of the Participant’s will or the laws of inheritance.
2. Cessation of Service.
(a) Should
the Participant cease Board service for any reason, other than death or Permanent Disability, prior to vesting in one or more Shares subject to this Award, then the Award will be immediately cancelled with respect to those unvested Shares, and the number of Restricted Share Units will be reduced accordingly. The Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units.
(b) Should the Participant cease Board service by reason of death or Permanent Disability, then any Shares at the time subject to this Award but not otherwise vested shall automatically vest in full.
3. Shareholder Rights. The holder of this Award shall not have any shareholder rights, including voting or dividend rights,
with respect to the Shares subject to the Award until the Participant becomes the record holder of those Shares upon their actual issuance.
4. Change of Control.
(a) Should Participant continue in Board service until the effective date of a Change in Control, then any Shares at the time subject to this Award but not otherwise vested shall automatically vest in full immediately prior to the effective date of that Change in Control. All vested Shares shall be issued to the Participant as soon as practicable following the effective date of the Change in Control but in no event more than fifteen (15) business days after such effective date.
(b) This Agreement shall not in any
way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.
5. Adjustment in Shares. In the event of any of the following transactions affecting the outstanding Common Shares as a class without the Company’s receipt of consideration: any share split, share dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction or other change affecting the outstanding Common Shares as a class without the Company’s
receipt of consideration, or in the event of a substantial reduction to the value of the outstanding Common Shares as a result of a spin-off transaction or extraordinary distribution, then equitable and proportional adjustments shall be made by the Plan Administrator to the total number and/or class of securities issuable pursuant to this Award in order to reflect such change.
6. Issuance of Shares. On the Issuance Date for the Shares which vest in accordance with the provisions of this Agreement, the Company shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the vested Common Shares to be issued on such date, subject to the Company’s
collection of the applicable Withholding Taxes.
7. Compliance with Laws and Regulations. The issuance of Common Shares pursuant to the Award shall be subject to compliance by the Company and the Participant with all applicable requirements of law relating thereto and with all applicable regulations of the Stock Exchange on which the Common Shares are listed for trading at the time of such issuance.
8. Notices. Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the
Company at its principal corporate offices, and directed to the attention of Stock Plan Administrator. Any notice required to be given or delivered to the Participant shall be in writing and addressed to the Participant at the most current address then on record with the Company or shall be delivered electronically to the Participant through the Company’s electronic mail system. All notices shall be deemed effective upon personal delivery, upon sending of an email or upon deposit in the mail, postage prepaid and properly addressed to the party to be notified.
9. Successors and Assigns. Except to the extent otherwise provided in this Agreement, the provisions of this Agreement
shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and the Participants, and the Participant’s assigns, the legal representatives, heirs and legatees of the Participant’s estate.
10. Construction. This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the Award.
11. Governing Law. The interpretation,
performance and enforcement of this Agreement shall be governed by the laws of the State of California without resort to that State’s conflict-of-laws rules.
12. No Impairment of Rights. This Agreement shall not in any way be construed or interpreted so as to affect adversely or otherwise impair the right of the Company or the shareholders to remove Participant from the Board at any time in accordance with the provisions of applicable law.
13. Code Section 409A. It is the intention of the parties that the provisions of this Agreement comply with the requirements of the short-term deferral exception of Section 409A of the Code and Treasury
Regulations Section 1.409A-1(b)(4). Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the requirements or limitations of Code Section 409A applicable to such short-term deferral exception, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder that apply to such exception.
BY ACCEPTING THIS AWARD, THE PARTICIPANT AGREES TO ALL OF THE TERMS AND CONDITIONS DESCRIBED IN THIS AGREEMENT AND IN THE PLAN.
The following definitions shall be in effect under the Agreement:
A. Agreement shall mean this Restricted Share Unit Issuance Agreement.
B. Award shall mean the award of restricted share units made to the Participant pursuant to the terms of this Agreement.
C. Award
Date shall mean the date the restricted share units are awarded to the Participant pursuant to the Agreement and shall be the date indicated in Paragraph 1.
D. Board shall mean the Company’s Board of Directors.
E. Change in Control shall mean a change in ownership or control of the Company effected through any of the following transactions:
(i)a merger, consolidation or other reorganization approved by the
Company’s shareholders, unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction, or
(i) a shareholder-approved sale, transfer or other disposition of all or substantially all of the Company’s assets in liquidation or dissolution of the Company, or
(ii) the
acquisition, directly or indirectly by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s shareholders.
F. Code shall
mean the Internal Revenue Code of 1986, as amended.
G. Common Shares shall mean the Company’s common shares.
H. Company shall mean Alpha and Omega Semiconductor Limited, a company incorporated and existing under the laws of the Islands of Bermuda, and any successor corporation to all or substantially all of the assets or voting stock of Alpha and Omega Semiconductor Limited which shall by appropriate action assume this option
I. Fair Market Value per Common Share on any relevant date shall be the closing price per Common Share on the date in question,
as such price is reported by the Financial Industry Regulatory Authority (if traded at the time on the Nasdaq Global or Global Select Market) or as officially quoted in the composite tape of transactions on any other Stock Exchange on which the Common Shares are then traded. If there is no closing selling price for the Common Shares on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.
J. 1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to time.
K. Participant shall mean the person to whom the Award is made pursuant to the Agreement.
L. Permanent
Disability or Permanently Disabled shall mean the inability of the Participant to perform his or her usual duties as a Board member by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12) months or more.
M. Plan shall mean the Company’s 2009 Share Option/Share Issuance Plan, as amended and restated from time to time.
N. Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as administrator of the Plan.
O. Stock
Exchange shall mean the American Stock Exchange the American Stock Exchange, the Nasdaq Global or Global Select Market or the New York Stock Exchange.
P. Withholding Taxes shall mean the federal, state, local and foreign income taxes and the employee portion of the federal, state, local and foreign employment (or equivalent) taxes required to be withheld by the Company in connection with the issuance of the Common Shares which vest under the Award.
