Common use of Qualified Stock Options Clause in Contracts

Qualified Stock Options. Any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Plan. The foregoing Options will be subject to time vesting and will time vest only so long as Participant remains employed by the Company or one of its Subsidiaries. The foregoing Options will time vest on each date set forth below with respect to the cumulative percentage of Options that is set forth opposite such date: Date Cumulative Percentageof Options Vested 1st anniversary of date of grant 25% 2nd anniversary of date of grant 50% 3rd anniversary of date of grant 75% 4th anniversary of date of grant 100% If Participant's employment with the Company or one of its Subsidiaries ceases then (a) time vesting in respect of the foregoing Options will cease as of the Termination Date, (b) all Options that have not time vested as of the Termination Date will expire; (c) notwithstanding the above and Section 4.5 of the Plan, if on the Termination Date the Participant is _____ years of age or more and has twenty (20) years or more of service to the Company or its Subsidiaries (including time with Texas Instruments prior to April 27, 2006) then provisions (a) and (b) above shall not apply and Participant's Options will continue to vest and Participant will not be required to exercise any vested Options within 60 days of the Termination Date (meaning that such Options shall remain exercisable until expiration). Participant irrevocably agrees at all times to cast all votes to which Participant is entitled in respect of Participant's Award Securities, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Company may instruct by written notice. Further, Participant hereby grants to the Company an irrevocable proxy with instruction (lastgeving) coupled with an interest to vote, including in any action by written consent, Participant's Award Securities as the Company deems appropriate in its sole discretion, which proxy shall be valid and remain in effect with respect to all Award Securities until they cease to be Award Securities pursuant to the terms of the Plan. This agreement may be executed in one or more counterparts (including by means of telecopied signature pages), all of which taken together shall constitute one and the same agreement.

Qualified Stock Options. Any capitalized term used herein During 1998, and not otherwise defined shall have in conjunction with the acquisition of Neutrino, the Company granted Non-Qualified Stock Options exercisable for 550,000 shares of Common Stock under individual agreements with key members of Neutrino management. The issuance of these Non-Qualified Stock Options was administered by the Compensation Committee of the Company's Board of Directors, which generally has authority to establish who receives options and the terms and conditions thereof, including vesting and exercise price. The exercise price of each non-qualified option granted in 1998 was at the market price for the Company's Common Stock on the date of the grant. However, in conjunction with repricing of options pursuant to the 1996 and 1997 SOPs, as described above, the option price of Non-Qualified options issued in 1998 were also repriced, to $1.00, on December 21, 1998. 1996 Employee Stock Purchase Plan. During 1998 and 1997, the Company granted options exercisable for 5,211 and 6,297 shares of Common Stock, respectively, under the Company's 1996 Employee Stock Purchase Plan (the "SPP"). The SPP is intended to constitute an "employee stock purchase plan" within the meaning ascribed of Section 423 of the Internal Revenue Code of 1986, as amended. Pursuant to such term the SPP, the Company may grant options to purchase up to 300,000 shares (subject to customary anti-dilution adjustments) of its Common Stock to employees of the Company. Options may be granted on January 1 and July 1 of each year to eligible employees who elect to participate in the PlanSPP. The foregoing Options will be subject term of each option is six months from the date of grant. The number of options granted to time vesting and will time vest only so long as Participant remains employed each participant equals the quotient of (i) the total payroll deductions authorized by the Company or one participant during the applicable option period, divided by (ii) 85% of its Subsidiaries. The foregoing Options will time vest on each date set forth below with respect to the cumulative percentage fair market value of Options that is set forth opposite such date: Date Cumulative Percentageof Options Vested 1st anniversary the Common Stock as of the date of grant 25of such option. The exercise price of options under SPP is 85% 2nd anniversary of the fair market value of the Common Stock as of the date of grant 50% 3rd anniversary of or the date of grant 75% 4th anniversary exercise of date of grant 100% If Participant's employment with such option, whichever is less, determined by reference to the Company or one of its Subsidiaries ceases then (a) time vesting in respect of the foregoing Options will cease as of the Termination Date, (b) all Options that have not time vested as of the Termination Date will expire; (c) notwithstanding the above and Section 4.5 of the Plan, if most recent closing price reported on the Termination Date Nasdaq Systems. The Company's Form S-8 Registration Statement generally covers the Participant is _____ years of age or more issuance and has twenty resale (20) years or more of service to the Company or its Subsidiaries (including time with Texas Instruments prior to April 27, 2006) then provisions (a) and (b) above shall not apply and Participant's Options will continue to vest and Participant will not be required to exercise any vested Options within 60 days of the Termination Date (meaning that such Options shall remain exercisable until expiration). Participant irrevocably agrees at all times to cast all votes to which Participant is entitled in respect of Participant's Award Securities, whether at any annual or special meeting, by written consent or otherwisesubject, in such manner as the Company may instruct by written notice. Furthercase of affiliates, Participant hereby grants to Rule 144 under the Company an irrevocable proxy with instruction (lastgevingSecurities Act of 1933) coupled with an interest to vote, including in any action by written consent, Participant's Award Securities as of Common Stock issuable upon exercise of options under the Company deems appropriate in its sole discretion, which proxy shall be valid 1996 and remain in effect with respect to all Award Securities until they cease to be Award Securities pursuant to the terms of the Plan. This agreement may be executed in one or more counterparts (including by means of telecopied signature pages), all of which taken together shall constitute one 1997 SOPs and the same agreementSPP.