exv10w1



 





Exhibit 10.1

	 	 	 	 	 




AMIS HOLDINGS, INC.

Amended and Restated 2000 Equity Incentive Plan




Stock Option Agreement

(Nonstatutory Stock Option)





     Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement,
AMIS HOLDINGS, INC., a Delaware corporation (the “Company”), has granted you an option under its
2000 Equity Incentive Plan (as amended and restated, the “Plan”) to purchase the number of shares
of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in
your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined
in the Plan shall have the same definitions as in the Plan.



     The details of your option are as follows:



     1.     Vesting.   Subject to the limitations contained herein, your option will vest and
become exercisable as provided in your Grant Notice, provided that vesting will cease upon the
termination of your Continuous Service.



     2.     Number of Shares and Exercise Price.   The number of shares of Common Stock subject
to your option and your exercise price per share referenced in your Grant Notice may be adjusted
from time to time for Capitalization Adjustments, as provided in the Plan.



     3.     Method of Payment.   Payment of the exercise price is due in full upon exercise of
all or any part of your option. You may elect to make payment of the exercise price in cash or by
check or, to the extent permitted by the Committee, by one of the following methods: (i) pursuant
to a broker-assisted cashless exercise program or (ii) by delivery to the Company of other Common
Stock that has been held for more than six months (or such longer or shorter period of time
required to avoid a charge to earnings for financial accounting purposes).



     4.     Whole Shares.   You may exercise your option only for whole shares of Common Stock.



     5.     Securities Law Compliance.   Notwithstanding anything to the contrary contained
herein, you may not exercise your option unless the shares of Common Stock issuable upon such
exercise are then registered under the Securities Act or, if such shares of Common Stock are not
then so registered, the Company has determined that such exercise and issuance would be exempt from
the registration requirements of the Securities Act. The exercise of your option must also comply
with other applicable laws and regulations governing your option, and you may not exercise your
option if the Company determines that such exercise would not be in material compliance with such
laws and regulations.



     6.     Term.   You may not exercise your option before the commencement of its term or
after its term expires. The term of your option commences on the Date of Grant and expires upon
the earliest of the following:



 









 





              (a)     as of the date of the termination of your Continuous Service if such termination is for Cause;



              (b)     three months after the termination of your Continuous Service for any reason other than for
Cause or your Disability or death, provided that if during any part of such three-month period your
option is not exercisable solely because of the condition set forth in the preceding paragraph
relating to “Securities Law Compliance,” your option shall not expire until the earlier of the
Expiration Date or until it shall have been exercisable for an aggregate period of three months
after the termination of your Continuous Service;



              (c)     12 months after the termination of your Continuous Service due to your Disability;



              (d)     18 months after your death if you die either (i) during your Continuous Service or (ii) within
3 months after your Continuous Service terminates;



              (e)     the Expiration Date indicated in your Grant Notice; or



              (f)     the day before the tenth anniversary of the Date of Grant.



     7.     Exercise.



              (a)     You may exercise the vested portion of your option during its term by delivering a notice of
exercise in a form designated by the Company (which may be electronic) together with the exercise
price to the Secretary of the Company, or to such other person as the Company may designate, during
regular business hours, together with such additional documents as the Company may then require.



              (b)     By exercising your option you agree that, as a condition to any exercise of your option, the
Company may require you to enter into an arrangement providing for the payment by you to the
Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of
your option or (ii) the disposition of shares of Common Stock acquired upon such exercise.



     8.     Transferability.   Your option is not transferable, except by will or by the laws
of descent and distribution, and is exercisable during your life only by you. Notwithstanding the
foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you
may designate a third party who, in the event of your death, shall thereafter be entitled to
exercise your option.



     9.     Option not a Service Contract.   Your option is not an employment or service
contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation
on your part to continue in the employ of the Company or an
Affiliate, or of the Company or an Affiliate to continue your employment. In addition,
nothing in your option shall obligate the Company or an Affiliate, their respective shareholders,
Boards of Directors, Officers or Employees to continue any relationship that you might have as a
Director or Consultant for the Company or an Affiliate.



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     10.     Withholding Obligations.



              (a)     At the time you exercise your option, in whole or in part, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any other amounts
payable to you, and otherwise agree to make adequate provision for, any sums required to satisfy
the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate,
if any, which arise in connection with your option.



              (b)     Upon your request and subject to approval by the Company, in its sole discretion, and
compliance with any applicable conditions or restrictions of law, the Company may withhold from
fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a
number of whole shares of Common Stock having a fair market value, determined by the Company as of
the date of exercise, not in excess of the minimum amount of tax required to be withheld by law.
Any adverse consequences to you arising in connection with such share withholding procedure shall
be your sole responsibility.



              (c)     You may not exercise your option unless the tax withholding obligations of the Company and/or
any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired
even though your option is vested, and the Company shall have no obligation to issue a certificate
for such shares of Common Stock.



     11.     Notices.   Any notices provided for in your option or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by
mail by the Company to you, five days after deposit in the United States mail, postage prepaid,
addressed to you at the last address you provided to the Company.



     12.     Governing Plan Document.   Your option is subject to all the provisions of the
Plan, the provisions of which are hereby made a part of your option, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the provisions of your option
and those of the Plan, the provisions of the Plan shall control.




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