Exercise Following Termination of Service. (a) Except as provided in subsection (b) of this paragraph or in paragraph 10 below, if the Optionee's service with the Company terminates for any reason, or no reason, whether voluntarily or involuntarily, with or without cause, other than death, disability or retirement, any portion of the Option granted hereunder held by such person which is not then exercisable shall terminate and any portion of the Option which is then exercisable may be exercised within ninety (90) consecutive days after the date of such cessation. (b) If, prior to a Change in Control (as defined in paragraph 22 below) or more than twelve months after a Change in Control, the Company terminates the Optionee’s employment other than for Cause (as defined in paragraph 22 below), death or disability, or the Optionee resigns for Good Reason (as defined in paragraph 22 below) within 30 days following the occurrence of any of the events constituting a Good Reason event, to the extent not already vested, a portion of the Option related to an additional 25% of the shares of Stock originally subject to the Option shall automatically become fully vested and exercisable as of the date of termination of employment without any further action on the part of the Board of Directors of the Company (“Board”), the stockholders or the Committee; provided, that the Optionee executes a release agreement, substantially in the form attached hereto as Exhibit A (and revised, as determined to be appropriate by the Company, to reflect changes in the law to ensure the enforceability of such agreement) (“Release”), and the Optionee complies with the covenant set forth in subsection (c) below. The portion of the Option vested under this provision may be exercised within ninety (90) consecutive days after the date of termination of Optionee’s employment. (c) The Optionee agrees that eligibility for the accelerated vesting set forth in subsection (b) is contingent on his agreement and compliance with the requirement that for a period of one year the Optionee does not accept employment nor an engagement as a consultant with a competitor (including Intersil Corporation, International Rectifier Corporation, Maxim Integrated Products, Analog Devices, Inc., Linear Technology Corporation, National Semi-Conductor Company, Micrel, Inc., Texas Instruments, Inc., any other company in the peer group of competitors used in connection with the performance based-options issued to the Optionee by the Company, and any other company that designs or sells integrated circuits for the end market applications in which the Company’s products are used), where such position is comparable to the position the Optionee held with the Company and where the Optionee cannot reasonably satisfy the Company that the new employer is prepared to (or such employer does not take adequate steps to) preclude and to prevent disclosure of the Company’s confidential information. The Optionee acknowledges and agrees that the provisions of this subsection (c) are reasonable and necessary to protect the confidential and proprietary information of the Company and that the restrictions contained herein do not restrain the Optionee from engaging in an entire business or profession but only from engaging in a narrow and specific subset of activities. The Optionee also acknowledges and agrees that absent the promises and representations made by the Optionee in this subsection (c), the Company would not agree to provide the Optionee the benefits described in subsection (b). If, on the date of termination, the Company has knowledge that the Optionee has breached or intends to breach his obligations under this subsection (c), the Optionee shall not be entitled to the accelerated vesting described in subsection (b), unless such knowledge is incorrect. Notwithstanding any vesting pursuant to subsection (b), the Company reserves all available remedies, whether in law or in equity, with respect to any breach by the Optionee of his obligations under this subsection (c).
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Exercise Following Termination of Service. (a) Except as provided in subsection (b) of this paragraph or in paragraph 10 below, if the Optionee's service with the Company terminates for any reason, or no reason, whether voluntarily or involuntarily, with or without cause, other than death, disability or retirement, any portion of the Option granted hereunder held by such person which is not then exercisable shall terminate and any portion of the Option which is then exercisable may be exercised within ninety (90) consecutive days after the date of such cessation.
(b) If, prior to a Change in Control (as defined in paragraph 22 below) or more than twelve months after a Change in Control, the Company terminates the Optionee’s employment other than for Cause (as defined in paragraph 22 below), death or disability, or the Optionee resigns for Good Reason (as defined in paragraph 22 below) within 30 days following the occurrence of any of the events constituting a Good Reason event, to the extent not already vested, a portion of the Option related to an additional 25% of the shares of Stock originally subject to the Option shall automatically become fully vested and exercisable as of the date of termination of employment without any further action on the part of the Board of Directors of the Company (“Board”), the stockholders or the Committee; provided, that the Optionee executes a release agreement, substantially in the form attached hereto as Exhibit A B (and revised, as determined to be appropriate by the Company, to reflect changes in the law to ensure the enforceability of such agreement) (“Release”), and the Optionee complies with the covenant set forth in subsection (c) below. The portion of the Option vested under this provision may be exercised within ninety (90) consecutive days after the date of termination of Optionee’s employment.
(c) The Optionee agrees that eligibility for the accelerated vesting set forth in subsection (b) is contingent on his agreement and compliance with the requirement that for a period of one year the Optionee does not accept employment nor an engagement as a consultant with a competitor (including Intersil Corporation, International Rectifier Corporation, Maxim Integrated Products, Analog Devices, Inc., Linear Technology Corporation, National Semi-Conductor Company, Micrel, Inc., Texas Instruments, Inc., any other company in the peer group of competitors used in connection with the these performance based-options issued to the Optionee by the Companyoptions, and any other company that designs or sells integrated circuits for the end market applications in which the Company’s products are used), where such position is comparable to the position the Optionee held with the Company and where the Optionee cannot reasonably satisfy the Company that the new employer is prepared to (or such employer does not take adequate steps to) preclude and to prevent disclosure of the Company’s confidential information. The Optionee acknowledges and agrees that the provisions of this subsection (c) are reasonable and necessary to protect the confidential and proprietary information of the Company and that the restrictions contained herein do not restrain the Optionee from engaging in an entire business or profession but only from engaging in a narrow and specific subset of activities. The Optionee also acknowledges and agrees that absent the promises and representations made by the Optionee in this subsection (c), the Company would not agree to provide the Optionee the benefits described in subsection (b). If, on the date of termination, the Company has knowledge that the Optionee has breached or intends to breach his obligations under this subsection (c), the Optionee shall not be entitled to the accelerated vesting described in subsection (b), unless such knowledge is incorrect. Notwithstanding any vesting pursuant to subsection (b), the Company reserves all available remedies, whether in law or in equity, with respect to any breach by the Optionee of his obligations under this subsection (c).
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