{"id":38824,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employee-stock-purchase-plan-altera-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employee-stock-purchase-plan-altera-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employee-stock-purchase-plan-altera-corp.html","title":{"rendered":"Employee Stock Purchase Plan – Altera Corp."},"content":{"rendered":"

ALTERA CORPORATION<\/strong><\/p>\n

\n

1987 EMPLOYEE STOCK PURCHASE PLAN<\/strong><\/p>\n

\n

(as amended and restated May 10, 2011)<\/p>\n

\n<\/p>\n

The following constitute the provisions of the 1987 Employee Stock Purchase
\nPlan, as amended and restated May 10, 2011, of Altera Corporation.<\/p>\n<\/p>\n<\/p>\n

1.Purpose<\/u>. The purpose of the Plan is to provide employees of the
\nCompany and its Designated Subsidiaries with an opportunity to purchase Common
\nStock of the Company through accumulated payroll deductions. It is the intention
\nof the Company to have the Plan qualify as an “Employee Stock Purchase Plan”
\nunder Section 423 of the Internal Revenue Code. The provisions of the Plan,
\naccordingly, shall be construed so as to extend and limit participation in a
\nuniform and nondiscriminatory basis consistent with the requirements of Section
\n423.<\/p>\n<\/p>\n<\/p>\n

2.Definitions<\/u>.<\/p>\n<\/p>\n

(a)”Administrator<\/u>” shall mean the Board or any Committee designated by
\nthe Board to administer the plan pursuant to Section 15 of the Plan.<\/p>\n<\/p>\n

(b)”Board<\/u>” shall mean the Board of Directors of the Company.<\/p>\n<\/p>\n

(c)”Change of Control<\/u>” shall mean the occurrence of any of the
\nfollowing events:<\/p>\n<\/p>\n

(i)Any “person” (as such term is used in Sections 13(d) and 14(d) of the
\nExchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the
\nExchange Act), directly or indirectly, of securities of the Company representing
\nfifty percent (50%) or more of the total voting power represented by the
\nCompany’s then outstanding voting securities; or<\/p>\n<\/p>\n

(ii)The consummation of the sale or disposition by the Company of all or
\nsubstantially all of the Company’s assets; or<\/p>\n<\/p>\n

(iii)The consummation of a merger or consolidation of the Company, with any
\nother corporation, other than a merger or consolidation that would result in the
\nvoting securities of the Company outstanding immediately prior thereto
\ncontinuing to represent (either by remaining outstanding or by being converted
\ninto voting securities of the surviving entity or its parent) at least fifty
\npercent (50%) of the total voting power represented by the voting securities of
\nthe Company, or such surviving entity or its parent outstanding immediately
\nafter such merger or consolidation.<\/p>\n<\/p>\n

(iv)A change in the composition of the Board, as a result of which fewer than
\na majority of the Directors are Incumbent Directors. “Incumbent Directors” shall
\nmean Directors who either (A) are Directors of the Company, as applicable, as of
\nthe date hereof, or (B) are elected, or nominated for election, to the Board
\nwith the affirmative votes of at least a majority of those Directors whose
\nelection or nomination was not in connection with any transaction described in
\nsubsections (i), (ii) or (iii) or in connection with an actual or threatened
\nproxy contest relating to the election of directors of the Company.<\/p>\n<\/p>\n

(d)”Code<\/u>” shall mean the Internal Revenue Code of 1986, as amended.\n<\/p>\n<\/p>\n

(e)”Committee<\/u>” means a committee of the Board appointed by the Board
\nin accordance with Section 15 hereof.<\/p>\n<\/p>\n

(f)”Common Stock<\/u>” shall mean the common stock of the Company.<\/p>\n<\/p>\n

(g)”Company<\/u>” shall mean Altera Corporation, a Delaware corporation.\n<\/p>\n<\/p>\n

(h)”Compensation<\/u>” shall mean all base straight time gross earnings,
\nsales commissions and sales incentives, but exclusive of payments for overtime,
\nshift premiums, other incentive payments, bonuses or other compensation.<\/p>\n<\/p>\n

(i)”Designated Subsidiary<\/u>” shall mean any Subsidiary selected by the
\nAdministrator as eligible to participate in the Plan.<\/p>\n<\/p>\n

(j)”Eligible Employee<\/u>” shall mean any individual who is a common law
\nemployee of the Company or any Designated Subsidiary and whose customary
\nemployment with the Company or Designated Subsidiary is at least twenty (20)
\nhours per week and more than five (5) months in any calendar year. For purposes
\nof the Plan, the employment relationship shall be treated as continuing intact
\nwhile the individual is on sick leave or other leave of absence approved by the
\nCompany. Where the period of leave exceeds 90 days and the individual’s right to
\nreemployment is not guaranteed either by statute or by contract, the individual
\nshall be deemed to have withdrawn from the Plan on the 91st day of such leave.\n<\/p>\n<\/p>\n

(k)”Exercise Date<\/u>” shall mean the Trading Day on or before April 30th
\nand October 31st of each year.<\/p>\n<\/p>\n

(l)”Fair Market Value<\/u>” shall mean, as of any date, the value of Common
\nStock determined as follows:<\/p>\n<\/p>\n

(i)If the Common Stock is listed on any established stock exchange or a
\nnational market system, including without limitation the Nasdaq National Market
\nor The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value
\nshall be the closing sales price for such stock (or the closing bid, if no sales
\nwere reported) as quoted on such exchange or system on the date of
\ndetermination, as reported in The Wall Street Journal<\/em> or such other
\nsource as the Board deems reliable;<\/p>\n<\/p>\n

(ii)If the Common Stock is regularly quoted by a recognized securities dealer
\nbut selling prices are not reported, its Fair Market Value shall be the mean of
\nthe closing bid and asked prices for the Common Stock on the date of<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

determination, as reported in The Wall Street Journal<\/em> or such other
\nsource as the Board deems reliable;<\/p>\n<\/p>\n

(iii)In the absence of an established market for the Common Stock, the Fair
\nMarket Value thereof shall be determined in good faith by the Board; or<\/p>\n<\/p>\n

(iv)For purposes of the Offering Date of the first Offering Period under the
\nPlan, the Fair Market Value shall be the initial price to the public as set
\nforth in the final prospectus included within the registration statement in Form
\nS-1 filed with the Securities and Exchange Commission for the initial public
\noffering of the Company’s Common Stock (the “Registration Statement”).<\/p>\n<\/p>\n

(m)”Offering Date<\/u>” shall mean the first Trading Day of each Offering
\nPeriod.<\/p>\n<\/p>\n

(n)”Offering Periods<\/u>” shall mean the periods of approximately twelve
\n(12) months during which an option granted pursuant to the Plan may be
\nexercised, usually commencing on the first Trading Day on or after May 1st and
\nNovember 1st of each year and terminating on the Trading Day on or before April
\n30th and October 31st. The duration and timing of Offering Periods may be
\nchanged pursuant to Section 4 of this Plan.<\/p>\n<\/p>\n

(o)”Plan<\/u>” shall mean this Employee Stock Purchase Plan.<\/p>\n<\/p>\n

(p)”Purchase Period<\/u>” shall mean the approximately six (6) month period
\ncommencing on one Exercise Date and ending with the next Exercise Date, except
\nthat the first Purchase Period of any Offering Period shall commence on the
\nOffering Date and end with the next Exercise Date.<\/p>\n<\/p>\n

(q)”Purchase Price<\/u>” shall mean 85% of the Fair Market Value of a share
\nof Common Stock on the Offering Date or on the Exercise Date, whichever is
\nlower; provided however, that the Purchase Price may be adjusted by the
\nAdministrator pursuant to Section 20.<\/p>\n<\/p>\n

(r)”Subsidiary<\/u>” shall mean a “subsidiary corporation,” whether now or
\nhereafter existing, as defined in Section 424(f) of the Code.<\/p>\n<\/p>\n

(s)”Trading Day<\/u>” shall mean a day on which national stock exchanges
\nand the Nasdaq System are open for trading.<\/p>\n<\/p>\n<\/p>\n

3.Eligibility<\/u>.<\/p>\n<\/p>\n

(a)Subsequent Offering Periods<\/u>. Any Eligible Employee on a given
\nOffering Date shall be eligible to participate in the Plan.<\/p>\n<\/p>\n

(b)Limitations<\/u>. Any provisions of the Plan to the contrary
\nnotwithstanding, no Eligible Employee shall be granted an option under the Plan
\n(i) to the extent that, immediately after the grant, such Eligible Employee (or
\nany other person whose stock would be attributed to such Eligible Employee
\npursuant to Section 424(d) of the Code) would own capital stock of the Company
\nand\/or hold outstanding options to purchase such stock possessing five percent
\n(5%) or more of the total combined voting power or value of all classes of the
\ncapital stock of the Company or of any Subsidiary, or (ii) to the extent that
\nhis or her rights to purchase stock under all employee stock purchase plans of
\nthe Company and its subsidiaries accrues at a rate that exceeds Twenty-Five
\nThousand Dollars ($25,000) worth of stock (determined at the Fair Market Value
\nof the shares at the time such option is granted) for each calendar year in
\nwhich such option is outstanding at any time.<\/p>\n<\/p>\n<\/p>\n

4.Offering Periods<\/u>. The Plan shall be implemented by consecutive,
\noverlapping Offering Periods with a new Offering Period commencing on the first
\nTrading Day on or after May 1st<\/sup> and November 1st<\/sup> each
\nyear, or on such other date as the Board shall determine, and continuing
\nthereafter until terminated in accordance with Section 21 hereof. The Board
\nshall have the power to change the duration of Offering Periods (includ-ing the
\ncommencement dates thereof) with respect to future offerings without shareholder
\napproval if such change is announced prior to the scheduled beginning of the
\nfirst Offering Period to be affected thereafter.<\/p>\n<\/p>\n<\/p>\n

5.Subsequent Offering Periods<\/u>. An Eligible Employee may become a
\nparticipant in the Plan by completing a subscription agreement authorizing
\npayroll deductions in the form of Exhibit A to this Plan and filing it with the
\nCompany’s Stock Administration Department prior to the applicable Offering Date.\n<\/p>\n<\/p>\n<\/p>\n

6.Payroll Deductions<\/u>.<\/p>\n<\/p>\n

(a)At the time a participant files his or her subscription agreement, he or
\nshe shall elect to have payroll deductions made on each pay day during the
\nOffering Period in an amount not exceeding 10% of the Compensation that he or
\nshe receives on each pay day during the Offering Period; provided, however, that
\nshould a pay day occur on an Exercise Date, a participant shall have the payroll
\ndeductions made on such day applied to his or her account under the new Offering
\nPeriod or Purchase Period, as the case may be. A participant’s subscription
\nagreement shall remain in effect for successive Offering Periods unless
\nterminated as provided in Section 11 hereof.<\/p>\n<\/p>\n

(b)Payroll deductions for a participant shall commence on the first payday
\nfollowing the Offering Date and shall end on the last payday in the Offering
\nPeriod to which such authorization is applicable, unless sooner terminated by
\nthe participant as provided in Section 11 hereof.<\/p>\n<\/p>\n

(c)All payroll deductions made for a participant shall be credited to his or
\nher account under the Plan and shall be withheld in whole percentages only. A
\nparticipant may not make any additional payments into such account.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

(d)A participant may discontinue his or her participation in the Plan as
\nprovided in Section 11 hereof, or decrease the rate of his or her payroll
\ndeductions during the Offering Period by completing or filing with the Company a
\nnew subscription agreement authorizing a change in payroll deduction rate. A
\nparticipant may increase his or her rate of payroll deductions only for a
\nsubsequent Offering Period in which he or she is scheduled to participate and
\nmay not increase his or her rate of payroll deductions during an outstanding
\nOffering Period in which such participant is currently participating. The
\nAdministrator may, in its discretion, limit the nature and\/or number of
\nparticipation rate changes during any Offering Period. Any decrease in rate
\nshall be effective fifteen (15) days following the Company’s receipt of the
\nnotification.<\/p>\n<\/p>\n

(e)Notwithstanding the foregoing, to the extent necessary to comply with
\nSection 423(b)(8) of the Code and Section 3(b) hereof, the Administrator may
\ndecrease a participant’s payroll deductions to zero percent (0%) at any time
\nduring a Purchase Period. Payroll deductions shall recommence at the rate
\nprovided in such participant’s subscription agreement at the beginning of the
\nfirst Purchase Period that is scheduled to end in the following calendar year,
\nunless terminated by the participant as provided in Section 11 hereof.<\/p>\n<\/p>\n

(f)At the time the option is exercised, in whole or in part, or at the time
\nsome or all of the Company’s Common Stock issued under the Plan is disposed of,
\nthe participant must make adequate provision for the Company’s federal, state,
\nor other tax withholding obligations, if any, which arise upon the exercise of
\nthe option or the disposition of the Common Stock. At any time, the Company may,
\nbut shall not be obligated to, withhold from the participant’s compensation the
\namount necessary for the Company to meet applicable withholding obligations,
\nincluding any withholding required to make available to the Company any tax
\ndeductions or benefits attributable to sale or early disposition of Common Stock
\nby the Eligible Employee.<\/p>\n<\/p>\n<\/p>\n

7.Grant of Option<\/u>. On the Offering Date of each Offering Period, each
\nEligible Employee participating in such Offering Period shall be granted an
\noption to purchase on each Exercise Date during such Offering Period (at the
\napplicable Purchase Price) up to a number of shares of the Company’s Common
\nStock determined by dividing such Eligible Employee’s payroll deductions
\naccumulated prior to such Exercise Date and retained in the Participant’s
\naccount as of the Exercise Date by the applicable Purchase Price; provided that
\nin no event shall an Eligible Employee be permitted to purchase during each
\nPurchase Period more than 10,000 shares of the Company’s Common Stock (subject
\nto any adjustment pursuant to Section 20 hereof), and provided further that such
\npurchase shall be subject to the limitations set forth in Section 3(b) and other
\nsections of the Plan that may limit such number. The Eligible Employee may
\naccept the grant of such option by turning in a completed Subscription Agreement
\nto the Company on or prior to an Offering Date. The Administrator may, for
\nfuture Offering Periods, increase or decrease, in its absolute discretion, the
\nmaximum number of shares of the Company’s Common Stock an Eligible Employee may
\npurchase during each Purchase Period of such Offering Period. Exercise of the
\noption shall occur as provided in Section 9 hereof, unless the participant has
\nwithdrawn pursuant to Section 11 hereof. The option shall expire on the last day
\nof the Offering Period.<\/p>\n<\/p>\n<\/p>\n

8.Automatic Transfer to Low Price Offering Period<\/u>. To the extent
\npermitted by any applicable laws, regulations, or stock exchange rules, if the
\nFair Market Value of the Common Stock on any Exercise Date in an Offering Period
\nis lower than the Fair Market Value of the Common Stock on the Offering Date of
\nsuch Offering Period, then all participants in such Offering Period shall be
\nautomatically withdrawn from such Offering Period immediately after the exercise
\nof their option on such Exercise Date and automatically re-enrolled in the
\nimmediately following Offering Period.<\/p>\n<\/p>\n<\/p>\n

9.Exercise of Option<\/u>.<\/p>\n<\/p>\n

(a)Unless a participant withdraws from the Plan as provided in Section 11
\nhereof, his or her option for the purchase of shares shall be exercised
\nautomatically on the Exercise Date, and the maximum number of full shares
\nsubject to option shall be purchased for such participant at the applicable
\nPurchase Price with the accumulated payroll deductions in his or her account. No
\nfractional shares shall be purchased; any payroll deductions accumulated in a
\nparticipant’s account that are not sufficient to purchase a full share shall be
\nrefunded to participant in a subsequent paycheck. Any other funds left over in a
\nparticipant’s account after the Exercise Date shall be returned to the
\nparticipant. During a participant’s lifetime, a participant’s option to purchase
\nshares hereunder is exercisable only by him or her.<\/p>\n<\/p>\n

(b)If the Administrator determines that, on a given Exercise Date, the number
\nof shares with respect to which options are to be exercised may exceed (i) the
\nnumber of shares of Common Stock that were available for sale under the Plan on
\nthe Offering Date of the applicable Offering Period, or (ii) the number of
\nshares available for sale under the Plan on such Exercise Date, the
\nAdministrator may in its sole discretion (1) provide that the Company shall make
\na pro rata allocation of the shares of Common Stock available for purchase on
\nsuch Offering Date or Exercise Date, as applicable, in as uniform a manner as
\nshall be practicable and as it shall determine in its sole discretion to be
\nequitable among all participants exercising options to purchase Common Stock on
\nsuch Exercise Date, and continue all Offering Periods then in effect, or (2)
\nprovide that the Company shall make a pro rata allocation of the shares
\navailable for purchase on such Offering Date or Exercise Date, as applicable, in
\nas uniform a manner as shall be practicable and as it shall determine in its
\nsole discretion to be equitable among all participants exercising options to
\npurchase Common Stock on such Exercise Date, and terminate any or all Offering
\nPeriods then in effect pursuant to Section 21 hereof. The Company may make pro
\nrata allocation of the shares available on the Offering Date of any applicable
\nOffering Period pursuant to the preceding sentence, notwithstanding any
\nauthorization of additional shares for issuance under the Plan by the Company’s
\nshareholders subsequent to such Offering Date.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n<\/p>\n

10.Delivery<\/u>. As soon as reasonably practicable after each Exercise
\nDate on which a purchase of shares occurs, the Company shall arrange the
\ndelivery to each participant the shares purchased upon exercise of his or her
\noption in a form determined by the Administrator.<\/p>\n<\/p>\n<\/p>\n

11.Withdrawal<\/u>.<\/p>\n<\/p>\n

(a)A participant may withdraw all but not less than all the payroll
\ndeductions credited to his or her account and not yet used to exercise his or
\nher option under the Plan at any time by giving written notice to the Company.
\nAll of the participant’s payroll deductions credited to his or her account shall
\nbe paid to such participant promptly after receipt of notice of withdrawal and
\nsuch participant’s option for the Offering Period shall be automatically
\nterminated, and no further payroll deductions for the purchase of shares shall
\nbe made for such Offering Period. If a participant withdraws from an Offering
\nPeriod, payroll deductions shall not resume at the beginning of the succeeding
\nOffering Period unless the participant delivers to the Company a new
\nSubscription Agreement.<\/p>\n<\/p>\n

(b)A participant’s withdrawal from an Offering Period shall not have any
\neffect upon his or her eligibility to participate in any similar plan that may
\nhereafter be adopted by the Company or in succeeding Offering Periods that
\ncommence after the termination of the Offering Period from which the participant
\nwithdraws.<\/p>\n<\/p>\n<\/p>\n

12.Termination of Employment<\/u>. In the event a participant ceases to be
\nan Eligible Employee prior to the Exercise Date of the Offering Period in
\nquestion for any reason, including retirement or death, the payroll deductions
\ncredited to the participant’s account will be returned to the participant, or in
\nthe case of the participant’s death, to the person or persons entitled thereto
\npursuant to Section 16 of the Plan, and the participant’s option will
\nautomatically terminate.<\/p>\n<\/p>\n<\/p>\n

13.Interest<\/u>. No interest shall accrue on the payroll deductions of a
\nparticipant in the Plan.<\/p>\n<\/p>\n<\/p>\n

14.Stock<\/u>.<\/p>\n<\/p>\n

(a)Subject to adjustment upon changes in capitalization of the Company as
\nprovided in Section 20 hereof, the maximum number of shares of the Company’s
\nCommon Stock that shall be made available for sale under the Plan shall be
\n26,700,000.<\/p>\n<\/p>\n

(b)Until the shares are issued (as evidenced by the appropriate entry on the
\nbooks of the Company or of a duly authorized transfer agent of the Company), a
\nparticipant shall only have the rights of an unsecured creditor with respect to
\nsuch shares, and no right to vote or receive dividends or any other rights as a
\nstockholder shall exist with respect to such shares.<\/p>\n<\/p>\n

(c)Shares to be delivered to a participant under the Plan shall be registered
\nin the name of the participant or in the name of the participant and his or her
\nspouse.<\/p>\n<\/p>\n<\/p>\n

15.Administration<\/u>. The Administrator shall administer the Plan and
\nshall have full and exclusive discretionary authority to construe, interpret and
\napply the terms of the Plan, to determine eligibility and to adjudicate all
\ndisputed claims filed under the Plan. Every finding, decision and determination
\nmade by the Administrator shall, to the full extent permitted by law, be final
\nand binding upon all parties.<\/p>\n<\/p>\n<\/p>\n

16.Designation of Beneficiary<\/u>.<\/p>\n<\/p>\n

(a)Unless otherwise prohibited by applicable law, a participant may file a
\nwritten designation of a beneficiary who is to receive any shares and cash, if
\nany, from the participant’s account under the Plan in the event of such
\nparticipant’s death subsequent to an Exercise Date on which the option is
\nexercised but prior to delivery to such participant of such shares and cash. In
\naddition, a participant may file a written designation of a beneficiary who is
\nto receive any cash from the participant’s account under the Plan in the event
\nof such participant’s death prior to exercise of the option. If a participant is
\nmarried and the designated beneficiary is not the spouse, spousal consent shall
\nbe required for such designation to be effective.<\/p>\n<\/p>\n

(b)Such designation of beneficiary may be changed by the participant at any
\ntime by written notice. In the event of the death of a participant and in the
\nabsence of a beneficiary validly designated under the Plan who is living at the
\ntime of such participant’s death, the Company shall deliver such shares and\/or
\ncash to the executor or administrator of the estate of the participant, or if no
\nsuch executor or administrator has been appointed (to the knowledge of the
\nCompany), the Company, in its discretion, may deliver such shares and\/or cash to
\nthe spouse or to any one or more dependents or relatives of the participant, or
\nif no spouse, dependent or relative is known to the Company, then to such other
\nperson as the Company may designate.<\/p>\n<\/p>\n

(c)All beneficiary designations shall be in such form and manner as the
\nAdministrator may designate from time to time.<\/p>\n<\/p>\n<\/p>\n

17.Transferability<\/u>. Neither payroll deductions credited to a
\nparticipant’s account nor any rights with regard to the exercise of an option or
\nto receive shares under the Plan may be assigned, transferred, pledged or
\notherwise disposed of in any way (other than by will, the laws of descent and
\ndistribution, or as provided in Section 16 hereof) by the participant. Any such
\nattempt at assignment, transfer, pledge or other disposition shall be without
\neffect, except that the Company may treat such act as<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

an election to withdraw funds from an Offering Period in accordance with
\nSection 11 hereof.<\/p>\n<\/p>\n<\/p>\n

18.Use of Funds<\/u>. All payroll deductions received or held by the
\nCompany under the Plan may be used by the Company for any corporate purpose, and
\nthe Company shall not be obligated to segregate such payroll deductions. Until
\nshares are issued, participants shall only have the rights of an unsecured
\ncreditor.<\/p>\n<\/p>\n<\/p>\n

19.Reports<\/u>. Individual accounts shall be maintained for each
\nparticipant in the Plan. Statements of account shall be given to participating
\nEligible Employees at least annually, which statements shall set forth the
\namounts of payroll deductions, the Purchase Price, the number of shares
\npurchased and the remaining cash balance, if any.<\/p>\n<\/p>\n<\/p>\n

20.Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
\nMerger or Change of Control<\/u>.<\/p>\n<\/p>\n

(a)Changes in Capitalization<\/u>. Subject to any required action by the
\nshareholders of the Company, the maximum number of shares of the Company’s
\nCommon Stock that shall be made available for sale under the Plan, the maximum
\nnumber of shares each participant may purchase each Purchase Period (pursuant to
\nSection 7), as well as the price per share and the number of shares of Common
\nStock covered by each option under the Plan that have not yet been exercised,
\nshall be proportionately adjusted for any increase or decrease in the number of
\nissued shares of Common Stock resulting from a stock split, reverse stock split,
\nstock dividend, combination or reclassification of the Common Stock, or any
\nother change in the number of shares of Common Stock effected without receipt of
\nconsideration by the Company; provided, however, that conversion of any
\nconvertible securities of the Company shall not be deemed to have been “effected
\nwithout receipt of consideration.” Such adjustment shall be made by the
\nAdministrator, whose determination in that respect shall be final, binding and
\nconclusive. Except as expressly provided herein, no issuance by the Company of
\nshares of stock of any class, or securities convertible into shares of stock of
\nany class, shall affect, and no adjustment by reason thereof shall be made with
\nrespect to, the number or price of shares of Common Stock subject to an option.\n<\/p>\n<\/p>\n

(b)Dissolution or Liquidation<\/u>. In the event of the proposed
\ndissolution or liquidation of the Company, the Offering Period then in progress
\nshall be shortened by setting a new Exercise Date (the “New Exercise Date”), and
\nshall terminate immediately prior to the consummation of such proposed
\ndissolution or liquidation, unless provided otherwise by the Administrator. The
\nNew Exercise Date shall be before the date of the Company’s proposed dissolution
\nor liquidation. The Administrator shall notify each participant in writing, at
\nleast ten (10) business days prior to the New Exercise Date, that the Exercise
\nDate for the participant’s option has been changed to the New Exercise Date and
\nthat the participant’s option shall be exercised automatically on the New
\nExercise Date, unless prior to such date the participant has withdrawn from the
\nOffering Period as provided in Section 11 hereof.<\/p>\n<\/p>\n

(c)Merger or Change of Control<\/u>. In the event of a merger or Change of
\nControl, each outstanding option shall be assumed or an equivalent option
\nsubstituted by the successor corporation or a Parent or Subsidiary of the
\nsuccessor corporation. In the event that the successor corporation refuses to
\nassume or substitute for the option, any Purchase Periods then in progress shall
\nbe shortened by setting a New Exercise Date and any Offering Periods then in
\nprogress shall end on the New Exercise Date. The New Exercise Date shall be
\nbefore the date of the Company’s proposed merger or Change of Control. The
\nAdministrator shall notify each participant in writing, at least ten (10)
\nbusiness days prior to the New Exercise Date, that the Exercise Date for the
\nparticipant’s option has been changed to the New Exercise Date and that the
\nparticipant’s option shall be exercised automatically on the New Exercise Date,
\nunless prior to such date the participant has withdrawn from the Offering Period
\nas provided in Section 11 hereof.<\/p>\n<\/p>\n<\/p>\n

21.Amendment or Termination<\/u>.<\/p>\n<\/p>\n

(a)The Administrator may at any time and for any reason terminate or amend
\nthe Plan. Except as otherwise provided in the Plan, no such termination can
\naffect options previously granted, provided that an Offering Period may be
\nterminated by the Administrator on any Exercise Date if the Administrator
\ndetermines that the termination of the Offering Period or the Plan is in the
\nbest interests of the Company and its shareholders. Except as provided in
\nSection 20 and this Section 21 hereof, no amendment may make any change in any
\noption theretofore granted which adversely affects the rights of any
\nparticipant. To the extent necessary to comply with Section 423 of the Code (or
\nany successor rule or provision or any other applicable law, regulation or stock
\nexchange rule), the Company shall obtain shareholder approval in such a manner
\nand to such a degree as required.<\/p>\n<\/p>\n

(b)Without shareholder consent and without regard to whether any participant
\nrights may be considered to have been “adversely affected,” the Administrator
\nshall be entitled to change the Offering Periods, limit the frequency and\/or
\nnumber of changes in the amount withheld during an Offering Period, establish
\nthe exchange ratio applicable to amounts withheld in a currency other than U.S.
\ndollars, permit payroll withholding in excess of the amount designated by a
\nparticipant in order to adjust for delays or mistakes in the Company’s
\nprocessing of properly completed withholding elections, establish reasonable
\nwaiting and adjustment periods and\/or accounting and crediting procedures to
\nensure that amounts applied toward the purchase of Common Stock for each
\nparticipant properly correspond with amounts withheld from the participant’s
\nCompensation, and establish such other limitations or procedures as the
\nAdministrator determines in its sole discretion advisable which are consistent
\nwith the Plan.<\/p>\n<\/p>\n

(c)In the event the Administrator determines that the ongoing operation of
\nthe Plan may result in<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

unfavorable financial accounting consequences, the Board may, in its
\ndiscretion and to the extent necessary or desirable, modify or amend the Plan to
\nreduce or eliminate such accounting consequence including, but not limited to:\n<\/p>\n<\/p>\n

(i)increasing the Purchase Price for any Offering Period, including an
\nOffering Period underway at the time of the change in Purchase Price;<\/p>\n<\/p>\n

(ii)shortening any Offering Period so that Offering Period ends on a new
\nExercise Date, including an Offering Period underway at the time of the Board
\naction; and<\/p>\n<\/p>\n

(iii)allocating shares.<\/p>\n<\/p>\n

Such modifications or amendments shall not require stockholder approval or
\nthe consent of any Plan participants.<\/p>\n<\/p>\n<\/p>\n

22.Notices<\/u>. All notices or other communications by a participant to
\nthe Company under or in connection with the Plan shall be deemed to have been
\nduly given when received in the form and manner specified by the Company at the
\nlocation, or by the person, designated by the Company for the receipt thereof.\n<\/p>\n<\/p>\n<\/p>\n

23.Conditions Upon Issuance of Shares<\/u>. Shares shall not be issued with
\nrespect to an option unless the exercise of such option and the issuance and
\ndelivery of such shares pursuant thereto comply with all applicable provisions
\nof law, domestic or foreign, including, without limitation, the Securities Act
\nof 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules
\nand regulations promulgated thereunder, and the requirements of any stock
\nexchange upon which the shares may then be listed, and shall be further subject
\nto the approval of counsel for the Company with respect to such compliance.<\/p>\n<\/p>\n

As a condition to the exercise of an option, the Company may require the
\nperson exercising such option to represent and warrant at the time of any such
\nexercise that the shares are being purchased only for investment and without any
\npresent intention to sell or distribute such shares if, in the opinion of
\ncounsel for the Company, such a representation is required by any of the
\naforementioned applicable provisions of law.<\/p>\n<\/p>\n<\/p>\n

24.Term of Plan<\/u>. The Plan shall become effective upon the earlier to
\noccur of its adoption by the Board of Directors or its approval by the
\nshareholders of the Company. It shall continue in effect until terminated under
\nSection 21 hereof.<\/p>\n<\/p>\n

ALTERA CORPORATION<\/strong><\/p>\n

\n

1987 EMPLOYEE STOCK PURCHASE PLAN<\/strong><\/p>\n

\n

(as amended and restated May 10, 2011)<\/p>\n

\n<\/p>\n

The following constitute the provisions of the 1987 Employee Stock Purchase
\nPlan, as amended and restated May 10, 2011, of Altera Corporation.<\/p>\n<\/p>\n<\/p>\n

1.Purpose<\/u>. The purpose of the Plan is to provide employees of the
\nCompany and its Designated Subsidiaries with an opportunity to purchase Common
\nStock of the Company through accumulated payroll deductions. It is the intention
\nof the Company to have the Plan qualify as an “Employee Stock Purchase Plan”
\nunder Section 423 of the Internal Revenue Code. The provisions of the Plan,
\naccordingly, shall be construed so as to extend and limit participation in a
\nuniform and nondiscriminatory basis consistent with the requirements of Section
\n423.<\/p>\n<\/p>\n<\/p>\n

2.Definitions<\/u>.<\/p>\n<\/p>\n

(a)”Administrator<\/u>” shall mean the Board or any Committee designated by
\nthe Board to administer the plan pursuant to Section 15 of the Plan.<\/p>\n<\/p>\n

(b)”Board<\/u>” shall mean the Board of Directors of the Company.<\/p>\n<\/p>\n

(c)”Change of Control<\/u>” shall mean the occurrence of any of the
\nfollowing events:<\/p>\n<\/p>\n

(i)Any “person” (as such term is used in Sections 13(d) and 14(d) of the
\nExchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the
\nExchange Act), directly or indirectly, of securities of the Company representing
\nfifty percent (50%) or more of the total voting power represented by the
\nCompany’s then outstanding voting securities; or<\/p>\n<\/p>\n

(ii)The consummation of the sale or disposition by the Company of all or
\nsubstantially all of the Company’s assets; or<\/p>\n<\/p>\n

(iii)The consummation of a merger or consolidation of the Company, with any
\nother corporation, other than a merger or consolidation that would result in the
\nvoting securities of the Company outstanding immediately prior thereto
\ncontinuing to represent (either by remaining outstanding or by being converted
\ninto voting securities of the surviving entity or its parent) at least fifty
\npercent (50%) of the total voting power represented by the voting securities of
\nthe Company, or such surviving entity or its parent outstanding immediately
\nafter such merger or consolidation.<\/p>\n<\/p>\n

(iv)A change in the composition of the Board, as a result of which fewer than
\na majority of the Directors are Incumbent Directors. “Incumbent Directors” shall
\nmean Directors who either (A) are Directors of the Company, as applicable, as of
\nthe date hereof, or (B) are elected, or nominated for election, to the Board
\nwith the affirmative votes of at least a majority of those Directors whose
\nelection or nomination was not in connection with any transaction described in
\nsubsections (i), (ii) or (iii) or in connection with an actual or threatened
\nproxy contest relating to the election of directors of the Company.<\/p>\n<\/p>\n

(d)”Code<\/u>” shall mean the Internal Revenue Code of 1986, as amended.\n<\/p>\n<\/p>\n

(e)”Committee<\/u>” means a committee of the Board appointed by the Board
\nin accordance with Section 15 hereof.<\/p>\n<\/p>\n

(f)”Common Stock<\/u>” shall mean the common stock of the Company.<\/p>\n<\/p>\n

(g)”Company<\/u>” shall mean Altera Corporation, a Delaware corporation.\n<\/p>\n<\/p>\n

(h)”Compensation<\/u>” shall mean all base straight time gross earnings,
\nsales commissions and sales incentives, but exclusive of payments for overtime,
\nshift premiums, other incentive payments, bonuses or other compensation.<\/p>\n<\/p>\n

(i)”Designated Subsidiary<\/u>” shall mean any Subsidiary selected by the
\nAdministrator as eligible to participate in the Plan.<\/p>\n<\/p>\n

(j)”Eligible Employee<\/u>” shall mean any individual who is a common law
\nemployee of the Company or any Designated Subsidiary and whose customary
\nemployment with the Company or Designated Subsidiary is at least twenty (20)
\nhours per week and more than five (5) months in any calendar year. For purposes
\nof the Plan, the employment relationship shall be treated as continuing intact
\nwhile the individual is on sick leave or other leave of absence approved by the
\nCompany. Where the period of leave exceeds 90 days and the individual’s right to
\nreemployment is not guaranteed either by statute or by contract, the individual
\nshall be deemed to have withdrawn from the Plan on the 91st day of such leave.\n<\/p>\n<\/p>\n

(k)”Exercise Date<\/u>” shall mean the Trading Day on or before April 30th
\nand October 31st of each year.<\/p>\n<\/p>\n

(l)”Fair Market Value<\/u>” shall mean, as of any date, the value of Common
\nStock determined as follows:<\/p>\n<\/p>\n

(i)If the Common Stock is listed on any established stock exchange or a
\nnational market system, including without limitation the Nasdaq National Market
\nor The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value
\nshall be the closing sales price for such stock (or the closing bid, if no sales
\nwere reported) as quoted on such exchange or system on the date of
\ndetermination, as reported in The Wall Street Journal<\/em> or such other
\nsource as the Board deems reliable;<\/p>\n<\/p>\n

(ii)If the Common Stock is regularly quoted by a recognized securities dealer
\nbut selling prices are not reported, its Fair Market Value shall be the mean of
\nthe closing bid and asked prices for the Common Stock on the date of<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

determination, as reported in The Wall Street Journal<\/em> or such other
\nsource as the Board deems reliable;<\/p>\n<\/p>\n

(iii)In the absence of an established market for the Common Stock, the Fair
\nMarket Value thereof shall be determined in good faith by the Board; or<\/p>\n<\/p>\n

(iv)For purposes of the Offering Date of the first Offering Period under the
\nPlan, the Fair Market Value shall be the initial price to the public as set
\nforth in the final prospectus included within the registration statement in Form
\nS-1 filed with the Securities and Exchange Commission for the initial public
\noffering of the Company’s Common Stock (the “Registration Statement”).<\/p>\n<\/p>\n

(m)”Offering Date<\/u>” shall mean the first Trading Day of each Offering
\nPeriod.<\/p>\n<\/p>\n

(n)”Offering Periods<\/u>” shall mean the periods of approximately twelve
\n(12) months during which an option granted pursuant to the Plan may be
\nexercised, usually commencing on the first Trading Day on or after May 1st and
\nNovember 1st of each year and terminating on the Trading Day on or before April
\n30th and October 31st. The duration and timing of Offering Periods may be
\nchanged pursuant to Section 4 of this Plan.<\/p>\n<\/p>\n

(o)”Plan<\/u>” shall mean this Employee Stock Purchase Plan.<\/p>\n<\/p>\n

(p)”Purchase Period<\/u>” shall mean the approximately six (6) month period
\ncommencing on one Exercise Date and ending with the next Exercise Date, except
\nthat the first Purchase Period of any Offering Period shall commence on the
\nOffering Date and end with the next Exercise Date.<\/p>\n<\/p>\n

(q)”Purchase Price<\/u>” shall mean 85% of the Fair Market Value of a share
\nof Common Stock on the Offering Date or on the Exercise Date, whichever is
\nlower; provided however, that the Purchase Price may be adjusted by the
\nAdministrator pursuant to Section 20.<\/p>\n<\/p>\n

(r)”Subsidiary<\/u>” shall mean a “subsidiary corporation,” whether now or
\nhereafter existing, as defined in Section 424(f) of the Code.<\/p>\n<\/p>\n

(s)”Trading Day<\/u>” shall mean a day on which national stock exchanges
\nand the Nasdaq System are open for trading.<\/p>\n<\/p>\n<\/p>\n

3.Eligibility<\/u>.<\/p>\n<\/p>\n

(a)Subsequent Offering Periods<\/u>. Any Eligible Employee on a given
\nOffering Date shall be eligible to participate in the Plan.<\/p>\n<\/p>\n

(b)Limitations<\/u>. Any provisions of the Plan to the contrary
\nnotwithstanding, no Eligible Employee shall be granted an option under the Plan
\n(i) to the extent that, immediately after the grant, such Eligible Employee (or
\nany other person whose stock would be attributed to such Eligible Employee
\npursuant to Section 424(d) of the Code) would own capital stock of the Company
\nand\/or hold outstanding options to purchase such stock possessing five percent
\n(5%) or more of the total combined voting power or value of all classes of the
\ncapital stock of the Company or of any Subsidiary, or (ii) to the extent that
\nhis or her rights to purchase stock under all employee stock purchase plans of
\nthe Company and its subsidiaries accrues at a rate that exceeds Twenty-Five
\nThousand Dollars ($25,000) worth of stock (determined at the Fair Market Value
\nof the shares at the time such option is granted) for each calendar year in
\nwhich such option is outstanding at any time.<\/p>\n<\/p>\n<\/p>\n

4.Offering Periods<\/u>. The Plan shall be implemented by consecutive,
\noverlapping Offering Periods with a new Offering Period commencing on the first
\nTrading Day on or after May 1st<\/sup> and November 1st<\/sup> each
\nyear, or on such other date as the Board shall determine, and continuing
\nthereafter until terminated in accordance with Section 21 hereof. The Board
\nshall have the power to change the duration of Offering Periods (includ-ing the
\ncommencement dates thereof) with respect to future offerings without shareholder
\napproval if such change is announced prior to the scheduled beginning of the
\nfirst Offering Period to be affected thereafter.<\/p>\n<\/p>\n<\/p>\n

5.Subsequent Offering Periods<\/u>. An Eligible Employee may become a
\nparticipant in the Plan by completing a subscription agreement authorizing
\npayroll deductions in the form of Exhibit A to this Plan and filing it with the
\nCompany’s Stock Administration Department prior to the applicable Offering Date.\n<\/p>\n<\/p>\n<\/p>\n

6.Payroll Deductions<\/u>.<\/p>\n<\/p>\n

(a)At the time a participant files his or her subscription agreement, he or
\nshe shall elect to have payroll deductions made on each pay day during the
\nOffering Period in an amount not exceeding 10% of the Compensation that he or
\nshe receives on each pay day during the Offering Period; provided, however, that
\nshould a pay day occur on an Exercise Date, a participant shall have the payroll
\ndeductions made on such day applied to his or her account under the new Offering
\nPeriod or Purchase Period, as the case may be. A participant’s subscription
\nagreement shall remain in effect for successive Offering Periods unless
\nterminated as provided in Section 11 hereof.<\/p>\n<\/p>\n

(b)Payroll deductions for a participant shall commence on the first payday
\nfollowing the Offering Date and shall end on the last payday in the Offering
\nPeriod to which such authorization is applicable, unless sooner terminated by
\nthe participant as provided in Section 11 hereof.<\/p>\n<\/p>\n

(c)All payroll deductions made for a participant shall be credited to his or
\nher account under the Plan and shall be withheld in whole percentages only. A
\nparticipant may not make any additional payments into such account.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

(d)A participant may discontinue his or her participation in the Plan as
\nprovided in Section 11 hereof, or decrease the rate of his or her payroll
\ndeductions during the Offering Period by completing or filing with the Company a
\nnew subscription agreement authorizing a change in payroll deduction rate. A
\nparticipant may increase his or her rate of payroll deductions only for a
\nsubsequent Offering Period in which he or she is scheduled to participate and
\nmay not increase his or her rate of payroll deductions during an outstanding
\nOffering Period in which such participant is currently participating. The
\nAdministrator may, in its discretion, limit the nature and\/or number of
\nparticipation rate changes during any Offering Period. Any decrease in rate
\nshall be effective fifteen (15) days following the Company’s receipt of the
\nnotification.<\/p>\n<\/p>\n

(e)Notwithstanding the foregoing, to the extent necessary to comply with
\nSection 423(b)(8) of the Code and Section 3(b) hereof, the Administrator may
\ndecrease a participant’s payroll deductions to zero percent (0%) at any time
\nduring a Purchase Period. Payroll deductions shall recommence at the rate
\nprovided in such participant’s subscription agreement at the beginning of the
\nfirst Purchase Period that is scheduled to end in the following calendar year,
\nunless terminated by the participant as provided in Section 11 hereof.<\/p>\n<\/p>\n

(f)At the time the option is exercised, in whole or in part, or at the time
\nsome or all of the Company’s Common Stock issued under the Plan is disposed of,
\nthe participant must make adequate provision for the Company’s federal, state,
\nor other tax withholding obligations, if any, which arise upon the exercise of
\nthe option or the disposition of the Common Stock. At any time, the Company may,
\nbut shall not be obligated to, withhold from the participant’s compensation the
\namount necessary for the Company to meet applicable withholding obligations,
\nincluding any withholding required to make available to the Company any tax
\ndeductions or benefits attributable to sale or early disposition of Common Stock
\nby the Eligible Employee.<\/p>\n<\/p>\n<\/p>\n

7.Grant of Option<\/u>. On the Offering Date of each Offering Period, each
\nEligible Employee participating in such Offering Period shall be granted an
\noption to purchase on each Exercise Date during such Offering Period (at the
\napplicable Purchase Price) up to a number of shares of the Company’s Common
\nStock determined by dividing such Eligible Employee’s payroll deductions
\naccumulated prior to such Exercise Date and retained in the Participant’s
\naccount as of the Exercise Date by the applicable Purchase Price; provided that
\nin no event shall an Eligible Employee be permitted to purchase during each
\nPurchase Period more than 10,000 shares of the Company’s Common Stock (subject
\nto any adjustment pursuant to Section 20 hereof), and provided further that such
\npurchase shall be subject to the limitations set forth in Section 3(b) and other
\nsections of the Plan that may limit such number. The Eligible Employee may
\naccept the grant of such option by turning in a completed Subscription Agreement
\nto the Company on or prior to an Offering Date. The Administrator may, for
\nfuture Offering Periods, increase or decrease, in its absolute discretion, the
\nmaximum number of shares of the Company’s Common Stock an Eligible Employee may
\npurchase during each Purchase Period of such Offering Period. Exercise of the
\noption shall occur as provided in Section 9 hereof, unless the participant has
\nwithdrawn pursuant to Section 11 hereof. The option shall expire on the last day
\nof the Offering Period.<\/p>\n<\/p>\n<\/p>\n

8.Automatic Transfer to Low Price Offering Period<\/u>. To the extent
\npermitted by any applicable laws, regulations, or stock exchange rules, if the
\nFair Market Value of the Common Stock on any Exercise Date in an Offering Period
\nis lower than the Fair Market Value of the Common Stock on the Offering Date of
\nsuch Offering Period, then all participants in such Offering Period shall be
\nautomatically withdrawn from such Offering Period immediately after the exercise
\nof their option on such Exercise Date and automatically re-enrolled in the
\nimmediately following Offering Period.<\/p>\n<\/p>\n<\/p>\n

9.Exercise of Option<\/u>.<\/p>\n<\/p>\n

(a)Unless a participant withdraws from the Plan as provided in Section 11
\nhereof, his or her option for the purchase of shares shall be exercised
\nautomatically on the Exercise Date, and the maximum number of full shares
\nsubject to option shall be purchased for such participant at the applicable
\nPurchase Price with the accumulated payroll deductions in his or her account. No
\nfractional shares shall be purchased; any payroll deductions accumulated in a
\nparticipant’s account that are not sufficient to purchase a full share shall be
\nrefunded to participant in a subsequent paycheck. Any other funds left over in a
\nparticipant’s account after the Exercise Date shall be returned to the
\nparticipant. During a participant’s lifetime, a participant’s option to purchase
\nshares hereunder is exercisable only by him or her.<\/p>\n<\/p>\n

(b)If the Administrator determines that, on a given Exercise Date, the number
\nof shares with respect to which options are to be exercised may exceed (i) the
\nnumber of shares of Common Stock that were available for sale under the Plan on
\nthe Offering Date of the applicable Offering Period, or (ii) the number of
\nshares available for sale under the Plan on such Exercise Date, the
\nAdministrator may in its sole discretion (1) provide that the Company shall make
\na pro rata allocation of the shares of Common Stock available for purchase on
\nsuch Offering Date or Exercise Date, as applicable, in as uniform a manner as
\nshall be practicable and as it shall determine in its sole discretion to be
\nequitable among all participants exercising options to purchase Common Stock on
\nsuch Exercise Date, and continue all Offering Periods then in effect, or (2)
\nprovide that the Company shall make a pro rata allocation of the shares
\navailable for purchase on such Offering Date or Exercise Date, as applicable, in
\nas uniform a manner as shall be practicable and as it shall determine in its
\nsole discretion to be equitable among all participants exercising options to
\npurchase Common Stock on such Exercise Date, and terminate any or all Offering
\nPeriods then in effect pursuant to Section 21 hereof. The Company may make pro
\nrata allocation of the shares available on the Offering Date of any applicable
\nOffering Period pursuant to the preceding sentence, notwithstanding any
\nauthorization of additional shares for issuance under the Plan by the Company’s
\nshareholders subsequent to such Offering Date.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n<\/p>\n

10.Delivery<\/u>. As soon as reasonably practicable after each Exercise
\nDate on which a purchase of shares occurs, the Company shall arrange the
\ndelivery to each participant the shares purchased upon exercise of his or her
\noption in a form determined by the Administrator.<\/p>\n<\/p>\n<\/p>\n

11.Withdrawal<\/u>.<\/p>\n<\/p>\n

(a)A participant may withdraw all but not less than all the payroll
\ndeductions credited to his or her account and not yet used to exercise his or
\nher option under the Plan at any time by giving written notice to the Company.
\nAll of the participant’s payroll deductions credited to his or her account shall
\nbe paid to such participant promptly after receipt of notice of withdrawal and
\nsuch participant’s option for the Offering Period shall be automatically
\nterminated, and no further payroll deductions for the purchase of shares shall
\nbe made for such Offering Period. If a participant withdraws from an Offering
\nPeriod, payroll deductions shall not resume at the beginning of the succeeding
\nOffering Period unless the participant delivers to the Company a new
\nSubscription Agreement.<\/p>\n<\/p>\n

(b)A participant’s withdrawal from an Offering Period shall not have any
\neffect upon his or her eligibility to participate in any similar plan that may
\nhereafter be adopted by the Company or in succeeding Offering Periods that
\ncommence after the termination of the Offering Period from which the participant
\nwithdraws.<\/p>\n<\/p>\n<\/p>\n

12.Termination of Employment<\/u>. In the event a participant ceases to be
\nan Eligible Employee prior to the Exercise Date of the Offering Period in
\nquestion for any reason, including retirement or death, the payroll deductions
\ncredited to the participant’s account will be returned to the participant, or in
\nthe case of the participant’s death, to the person or persons entitled thereto
\npursuant to Section 16 of the Plan, and the participant’s option will
\nautomatically terminate.<\/p>\n<\/p>\n<\/p>\n

13.Interest<\/u>. No interest shall accrue on the payroll deductions of a
\nparticipant in the Plan.<\/p>\n<\/p>\n<\/p>\n

14.Stock<\/u>.<\/p>\n<\/p>\n

(a)Subject to adjustment upon changes in capitalization of the Company as
\nprovided in Section 20 hereof, the maximum number of shares of the Company’s
\nCommon Stock that shall be made available for sale under the Plan shall be
\n26,700,000.<\/p>\n<\/p>\n

(b)Until the shares are issued (as evidenced by the appropriate entry on the
\nbooks of the Company or of a duly authorized transfer agent of the Company), a
\nparticipant shall only have the rights of an unsecured creditor with respect to
\nsuch shares, and no right to vote or receive dividends or any other rights as a
\nstockholder shall exist with respect to such shares.<\/p>\n<\/p>\n

(c)Shares to be delivered to a participant under the Plan shall be registered
\nin the name of the participant or in the name of the participant and his or her
\nspouse.<\/p>\n<\/p>\n<\/p>\n

15.Administration<\/u>. The Administrator shall administer the Plan and
\nshall have full and exclusive discretionary authority to construe, interpret and
\napply the terms of the Plan, to determine eligibility and to adjudicate all
\ndisputed claims filed under the Plan. Every finding, decision and determination
\nmade by the Administrator shall, to the full extent permitted by law, be final
\nand binding upon all parties.<\/p>\n<\/p>\n<\/p>\n

16.Designation of Beneficiary<\/u>.<\/p>\n<\/p>\n

(a)Unless otherwise prohibited by applicable law, a participant may file a
\nwritten designation of a beneficiary who is to receive any shares and cash, if
\nany, from the participant’s account under the Plan in the event of such
\nparticipant’s death subsequent to an Exercise Date on which the option is
\nexercised but prior to delivery to such participant of such shares and cash. In
\naddition, a participant may file a written designation of a beneficiary who is
\nto receive any cash from the participant’s account under the Plan in the event
\nof such participant’s death prior to exercise of the option. If a participant is
\nmarried and the designated beneficiary is not the spouse, spousal consent shall
\nbe required for such designation to be effective.<\/p>\n<\/p>\n

(b)Such designation of beneficiary may be changed by the participant at any
\ntime by written notice. In the event of the death of a participant and in the
\nabsence of a beneficiary validly designated under the Plan who is living at the
\ntime of such participant’s death, the Company shall deliver such shares and\/or
\ncash to the executor or administrator of the estate of the participant, or if no
\nsuch executor or administrator has been appointed (to the knowledge of the
\nCompany), the Company, in its discretion, may deliver such shares and\/or cash to
\nthe spouse or to any one or more dependents or relatives of the participant, or
\nif no spouse, dependent or relative is known to the Company, then to such other
\nperson as the Company may designate.<\/p>\n<\/p>\n

(c)All beneficiary designations shall be in such form and manner as the
\nAdministrator may designate from time to time.<\/p>\n<\/p>\n<\/p>\n

17.Transferability<\/u>. Neither payroll deductions credited to a
\nparticipant’s account nor any rights with regard to the exercise of an option or
\nto receive shares under the Plan may be assigned, transferred, pledged or
\notherwise disposed of in any way (other than by will, the laws of descent and
\ndistribution, or as provided in Section 16 hereof) by the participant. Any such
\nattempt at assignment, transfer, pledge or other disposition shall be without
\neffect, except that the Company may treat such act as<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

an election to withdraw funds from an Offering Period in accordance with
\nSection 11 hereof.<\/p>\n<\/p>\n<\/p>\n

18.Use of Funds<\/u>. All payroll deductions received or held by the
\nCompany under the Plan may be used by the Company for any corporate purpose, and
\nthe Company shall not be obligated to segregate such payroll deductions. Until
\nshares are issued, participants shall only have the rights of an unsecured
\ncreditor.<\/p>\n<\/p>\n<\/p>\n

19.Reports<\/u>. Individual accounts shall be maintained for each
\nparticipant in the Plan. Statements of account shall be given to participating
\nEligible Employees at least annually, which statements shall set forth the
\namounts of payroll deductions, the Purchase Price, the number of shares
\npurchased and the remaining cash balance, if any.<\/p>\n<\/p>\n<\/p>\n

20.Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
\nMerger or Change of Control<\/u>.<\/p>\n<\/p>\n

(a)Changes in Capitalization<\/u>. Subject to any required action by the
\nshareholders of the Company, the maximum number of shares of the Company’s
\nCommon Stock that shall be made available for sale under the Plan, the maximum
\nnumber of shares each participant may purchase each Purchase Period (pursuant to
\nSection 7), as well as the price per share and the number of shares of Common
\nStock covered by each option under the Plan that have not yet been exercised,
\nshall be proportionately adjusted for any increase or decrease in the number of
\nissued shares of Common Stock resulting from a stock split, reverse stock split,
\nstock dividend, combination or reclassification of the Common Stock, or any
\nother change in the number of shares of Common Stock effected without receipt of
\nconsideration by the Company; provided, however, that conversion of any
\nconvertible securities of the Company shall not be deemed to have been “effected
\nwithout receipt of consideration.” Such adjustment shall be made by the
\nAdministrator, whose determination in that respect shall be final, binding and
\nconclusive. Except as expressly provided herein, no issuance by the Company of
\nshares of stock of any class, or securities convertible into shares of stock of
\nany class, shall affect, and no adjustment by reason thereof shall be made with
\nrespect to, the number or price of shares of Common Stock subject to an option.\n<\/p>\n<\/p>\n

(b)Dissolution or Liquidation<\/u>. In the event of the proposed
\ndissolution or liquidation of the Company, the Offering Period then in progress
\nshall be shortened by setting a new Exercise Date (the “New Exercise Date”), and
\nshall terminate immediately prior to the consummation of such proposed
\ndissolution or liquidation, unless provided otherwise by the Administrator. The
\nNew Exercise Date shall be before the date of the Company’s proposed dissolution
\nor liquidation. The Administrator shall notify each participant in writing, at
\nleast ten (10) business days prior to the New Exercise Date, that the Exercise
\nDate for the participant’s option has been changed to the New Exercise Date and
\nthat the participant’s option shall be exercised automatically on the New
\nExercise Date, unless prior to such date the participant has withdrawn from the
\nOffering Period as provided in Section 11 hereof.<\/p>\n<\/p>\n

(c)Merger or Change of Control<\/u>. In the event of a merger or Change of
\nControl, each outstanding option shall be assumed or an equivalent option
\nsubstituted by the successor corporation or a Parent or Subsidiary of the
\nsuccessor corporation. In the event that the successor corporation refuses to
\nassume or substitute for the option, any Purchase Periods then in progress shall
\nbe shortened by setting a New Exercise Date and any Offering Periods then in
\nprogress shall end on the New Exercise Date. The New Exercise Date shall be
\nbefore the date of the Company’s proposed merger or Change of Control. The
\nAdministrator shall notify each participant in writing, at least ten (10)
\nbusiness days prior to the New Exercise Date, that the Exercise Date for the
\nparticipant’s option has been changed to the New Exercise Date and that the
\nparticipant’s option shall be exercised automatically on the New Exercise Date,
\nunless prior to such date the participant has withdrawn from the Offering Period
\nas provided in Section 11 hereof.<\/p>\n<\/p>\n<\/p>\n

21.Amendment or Termination<\/u>.<\/p>\n<\/p>\n

(a)The Administrator may at any time and for any reason terminate or amend
\nthe Plan. Except as otherwise provided in the Plan, no such termination can
\naffect options previously granted, provided that an Offering Period may be
\nterminated by the Administrator on any Exercise Date if the Administrator
\ndetermines that the termination of the Offering Period or the Plan is in the
\nbest interests of the Company and its shareholders. Except as provided in
\nSection 20 and this Section 21 hereof, no amendment may make any change in any
\noption theretofore granted which adversely affects the rights of any
\nparticipant. To the extent necessary to comply with Section 423 of the Code (or
\nany successor rule or provision or any other applicable law, regulation or stock
\nexchange rule), the Company shall obtain shareholder approval in such a manner
\nand to such a degree as required.<\/p>\n<\/p>\n

(b)Without shareholder consent and without regard to whether any participant
\nrights may be considered to have been “adversely affected,” the Administrator
\nshall be entitled to change the Offering Periods, limit the frequency and\/or
\nnumber of changes in the amount withheld during an Offering Period, establish
\nthe exchange ratio applicable to amounts withheld in a currency other than U.S.
\ndollars, permit payroll withholding in excess of the amount designated by a
\nparticipant in order to adjust for delays or mistakes in the Company’s
\nprocessing of properly completed withholding elections, establish reasonable
\nwaiting and adjustment periods and\/or accounting and crediting procedures to
\nensure that amounts applied toward the purchase of Common Stock for each
\nparticipant properly correspond with amounts withheld from the participant’s
\nCompensation, and establish such other limitations or procedures as the
\nAdministrator determines in its sole discretion advisable which are consistent
\nwith the Plan.<\/p>\n<\/p>\n

(c)In the event the Administrator determines that the ongoing operation of
\nthe Plan may result in<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

unfavorable financial accounting consequences, the Board may, in its
\ndiscretion and to the extent necessary or desirable, modify or amend the Plan to
\nreduce or eliminate such accounting consequence including, but not limited to:\n<\/p>\n<\/p>\n

(i)increasing the Purchase Price for any Offering Period, including an
\nOffering Period underway at the time of the change in Purchase Price;<\/p>\n<\/p>\n

(ii)shortening any Offering Period so that Offering Period ends on a new
\nExercise Date, including an Offering Period underway at the time of the Board
\naction; and<\/p>\n<\/p>\n

(iii)allocating shares.<\/p>\n<\/p>\n

Such modifications or amendments shall not require stockholder approval or
\nthe consent of any Plan participants.<\/p>\n<\/p>\n<\/p>\n

22.Notices<\/u>. All notices or other communications by a participant to
\nthe Company under or in connection with the Plan shall be deemed to have been
\nduly given when received in the form and manner specified by the Company at the
\nlocation, or by the person, designated by the Company for the receipt thereof.\n<\/p>\n<\/p>\n<\/p>\n

23.Conditions Upon Issuance of Shares<\/u>. Shares shall not be issued with
\nrespect to an option unless the exercise of such option and the issuance and
\ndelivery of such shares pursuant thereto comply with all applicable provisions
\nof law, domestic or foreign, including, without limitation, the Securities Act
\nof 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules
\nand regulations promulgated thereunder, and the requirements of any stock
\nexchange upon which the shares may then be listed, and shall be further subject
\nto the approval of counsel for the Company with respect to such compliance.<\/p>\n<\/p>\n

As a condition to the exercise of an option, the Company may require the
\nperson exercising such option to represent and warrant at the time of any such
\nexercise that the shares are being purchased only for investment and without any
\npresent intention to sell or distribute such shares if, in the opinion of
\ncounsel for the Company, such a representation is required by any of the
\naforementioned applicable provisions of law.<\/p>\n<\/p>\n<\/p>\n

24.Term of Plan<\/u>. The Plan shall become effective upon the earlier to
\noccur of its adoption by the Board of Directors or its approval by the
\nshareholders of the Company. It shall continue in effect until terminated under
\nSection 21 hereof.<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6643],"corporate_contracts_industries":[9512],"corporate_contracts_types":[9539,9545],"class_list":["post-38824","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-altera-corp","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38824","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38824"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38824"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38824"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38824"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}