EX-4.1







	





EXHIBIT 4.1




SCANLOGIC
CORPORATION



2001 STOCK
PLAN



     1. Purposes of the
Plan. The purposes of this Stock Plan are to attract and retain the best
available personnel for positions of substantial responsibility, to provide
additional incentive to Employees, Directors and Consultants and to promote the
success of the Company’s business. Options granted under the Plan may be
Incentive Stock Options or Nonstatutory Stock Options, as determined by the
Administrator at the time of grant. 



     2.
Definitions. As used herein, the following definitions shall apply: 









	 	     (a)
“Administrator” means the Board or any of its Committees as shall be administering the
Plan in accordance with Section 4 hereof.






	 	     (b)
“Applicable Laws“means the requirements relating to the administration of stock
option plans under U.S. state corporate laws, U.S. federal and state securities laws, the
Code, any stock exchange or quotation system on which the Common Stock is listed or
quoted and the applicable laws of any other country or jurisdiction where Options are
granted under the Plan. 






	 	     (c)
“Board” means the Board of Directors of the Company.






	 	     (d)
“Change in Control” means the occurrence of any of the following events:






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






	 	     (ii)
The consummation of the sale or disposition by the Company of all or substantially all of
the Company’s assets; or






	 	     (iii)
The consummation of a merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving
entity or its parent) at least fifty percent (50%) of the total voting power represented
by the voting securities of the Company or such surviving entity or its parent
outstanding immediately after such merger or consolidation. 






	 	     (e)
“Code” means the Internal Revenue Code of 1986, as amended.






	 	     (f)
“Committee” means a committee of Directors appointed by the Board in accordance with
Section 4 hereof.












	











	 	     (g)
“Common Stock” means the Common Stock of the Company.






	 	     (h)
“Company” means Scanlogic Corporation, a Delaware corporation.






	 	     (i)
“Consultant“means any person who is engaged by the Company or any Parent or
Subsidiary to render consulting or advisory services to such entity. 






	 	     (j)
“Director” means a member of the Board.






	 	     (k)
“Disability” means total and permanent disability as defined in Section 22(e)(3) of the
Code.






	 	     (l)
“Employee“means any person, including officers and Directors, employed by the
Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to
be an Employee in the case of (i) any leave of absence approved by the Company or (ii)
transfers between locations of the Company or between the Company, its Parent, any
Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may
exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed
by statute or contract. If reemployment upon expiration of a leave of absence approved by
the Company is not so guaranteed, then three (3) months following the 90th day of such
leave, any Incentive Stock Option held by the Optionee shall cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock
Option. Neither service as a Director nor payment of a director’s fee by the Company
shall be sufficient to constitute “employment“by the Company. 






	 	     (m)
“Exchange Act” means the Securities Exchange Act of 1934, as amended.






	 	     
(n)
“Fair Market Value”means, as of any date, the value of Common Stock determined
as follows:






	 	     (i)
If the Common Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap
Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price
for such stock (or the closing bid, if no sales were reported) as quoted on such exchange
or system on the day of determination, as reported in The Wall Street Journalor
such other source as the Administrator deems reliable; 






	 	     (ii)
If the Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value shall be the mean between the high bid and
low asked prices for the Common Stock on the day of determination; or 






	 	     (iii)
In the absence of an established market for the Common Stock, the Fair Market Value
thereof shall be determined in good faith by the Administrator. 






	 	     (o)
“Incentive Stock Option“means an Option intended to qualify as an incentive
stock option within the meaning of Section 422 of the Code. 







	


-2- 


















	










	 	     (p)
“Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock
Option.






	 	     (q)
“Option” means a stock option granted pursuant to the Plan.






	 	     (r)
“Option Agreement“means a written or electronic agreement between the Company
and an Optionee evidencing the terms and conditions of an individual Option grant. The
Option Agreement is subject to the terms and conditions of the Plan. 






	 	     (s)
“Optioned Stock” means the Common Stock subject to an Option.






	 	     (t)
“Optionee” means the holder of an outstanding Option granted under the Plan.






	 	     (u)
“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code.






	 	     (v)
“Plan” means this 2001 Stock Plan.






	 	     (w)
“Service Provider” means an Employee, Director or Consultant.






	 	     (x)
“Share” means a share of the Common Stock, as adjusted in accordance with Section 12
below.






	 	     (y)
“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as
defined in Section 424(f) of the Code.






	


     3.
Stock Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the
maximum aggregate number of Shares that may be subject to option and sold under the Plan
is 500,000 Shares. The Shares may be authorized but unissued, or reacquired Common Stock. 



     If
an Option expires or becomes unexercisable without having been exercised in
full, the unpurchased Shares which were subject thereto shall become available
for future grant or sale under the Plan (unless the Plan has terminated).
However, Shares that have actually been issued under the Plan, upon exercise of
an Option, shall not be returned to the Plan and shall not become available for
future distribution under the Plan, except that if Shares of restricted stock
issued pursuant to an Option are repurchased by the Company at their original
purchase price, such Shares shall become available for future grant under the
Plan. 



     4.
Administration of the Plan. 









	 	     (a)
The Plan shall be administered by the Board or a Committee appointed by the Board, which
Committee shall be constituted to comply with Applicable Laws. 






	 	     (b)
Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a
Committee, the specific duties delegated by the Board to such Committee, and subject to
the approval of any relevant authorities, the Administrator shall have the authority in
its discretion: 







	


-3- 

















	











	 	     (i)
to determine the Fair Market Value;






	 	     (ii)
to select the Service Providers to whom Options may from time to time be granted
hereunder;






	 	     (iii)
to determine the number of Shares to be covered by each such Option granted hereunder;






	 	     (iv)
to approve forms of agreement for use under the Plan;






	 	     (v)
to determine the terms and conditions of any Option granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or times when
Options may be exercised (which may be based on performance criteria), any vesting
acceleration or waiver of forfeiture restrictions, and any restriction or limitation
regarding any Option or the Common Stock relating thereto, based in each case on such
factors as the Administrator, in its sole discretion, shall determine; 






	 	     (vi)
to prescribe, amend and rescind rules and regulations relating to the Plan, including
rules and regulations relating to sub-plans established for the purpose of satisfying
applicable foreign laws; 






	 	     (vii)
to allow Optionees to satisfy withholding tax obligations by electing to have the Company
withhold from the Shares to be issued upon exercise of an Option that number of Shares
having a Fair Market Value equal to the minimum amount required to be withheld. The Fair
Market Value of the Shares to be withheld shall be determined on the date that the amount
of tax to be withheld is to be determined. All elections by Optionees to have Shares
withheld for this purpose shall be made in such form and under such conditions as the
Administrator may deem necessary or advisable; and 






	 	     (viii)
to construe and interpret the terms of the Plan and Options granted pursuant to the Plan.






	 	     (c)
Effect of Administrator’s Decision. All decisions, determinations and interpretations of
the Administrator shall be final and binding on all Optionees.






	


     5.
Eligibility. Nonstatutory Stock Options may be granted to Service Providers. Incentive
Stock Options may be granted only to Employees. 



     6.
Limitations. 









	 	     (a)
Incentive Stock Option Limit. Each Option shall be designated in the Option Agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding
such designation, to the extent that the aggregate Fair Market Value of the Shares with
respect to which Incentive Stock Options are exercisable for the first time by the
Optionee during any calendar year (under all plans of the Company and any Parent or
Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock
Options. For purposes of this Section 6(a), Incentive Stock Options shall be taken into
account in the order in which they were granted. The Fair Market Value of the Shares
shall be determined as of the time the Option with respect to such Shares is granted. 






	


-4- 


















	











	 	     (b)
At-Will Employment. Neither the Plan nor any Option shall confer upon any Optionee any
right with respect to continuing the Optionee’s relationship as a Service Provider
with the Company, nor shall it interfere in any way with his or her right or the Company’s
right to terminate such relationship at any time, with or without cause, and with or
without notice. 







	


     7.
Term of Plan. Subject to shareholder approval in accordance with Section 18, the Plan
shall become effective upon its adoption by the Board. Unless sooner terminated under
Section 14, it shall continue in effect for a term of ten (10) years from the later of
(i) the effective date of the Plan, or (ii) the date of the most recent Board approval of
an increase in the number of shares reserved for issuance under the Plan.  



     8.
Term of Option. The term of each Option shall be stated in the Option Agreement;
provided, however, that the term shall be no more than ten (10) years from the date of
grant thereof. In the case of an Incentive Stock Option granted to an Optionee who, at
the time the Option is granted, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or Subsidiary, the
term of the Option shall be five (5) years from the date of grant or such shorter term as
may be provided in the Option Agreement.  



     9.
Option Exercise Price and Consideration. 









	 	     (a)
Exercise Price. The per share exercise price for the Shares to be issued upon exercise of
an Option shall be such price as is determined by the Administrator, but shall be subject
to the following:






	 	     (i)
In the case of an Incentive Stock Option






	 	     (1)
granted to an Employee who, at the time of grant of such Option, owns stock representing
more than ten percent (10%) of the voting power of all classes of stock of the Company or
any Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant. 






	 	     (2)
granted to any other Employee, the per Share exercise price shall be no less than 100% of
the Fair Market Value per Share on the date of grant. 






	 	     (ii)
In the case of a Nonstatutory Stock Option, the per Share exercise price shall be
determined by the Administrator.






	 	     (iii)
Notwithstanding the foregoing, Options may be granted with a per Share exercise price
other than as required above pursuant to a merger or other corporate transaction. 






	 	     (b)
Forms of Consideration. The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by the
Administrator (and, in the case of an Incentive Stock Option, shall be determined at the
time of grant). Such consideration may consist of, without limitations, (1) cash, (2)
check, (3) promissory note, (4) other Shares, provided Shares acquired from the Company,
either directly or indirectly, (x) have been owned by the Optionee for more than six
months on the date of surrender, and (y) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which such Option
shall be exercised, (5) consideration received by the Company under a cashless exercise
program implemented by the Company in connection with the Plan, or (6) any combination of
the foregoing methods of payment. In making its determination as to the type of
consideration to accept, the Administrator shall consider if acceptance of such
consideration may be reasonably expected to benefit the Company. Notwithstanding the
foregoing, the Administrator may permit an Optionee to exercise his or her Option by
delivery of a full-recourse promissory note secured by the purchased Shares. The terms of
such promissory note shall be determined by the Administrator in its sole discretion. 







	



-5- 
















	








     10.
Exercise of Option. 










	 	     (a)
Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be
exercisable according to the terms hereof at such times and under such conditions as
determined by the Administrator and set forth in the Option Agreement. Unless the
Administrator provides otherwise, vesting of Options granted hereunder shall be suspended
during any unpaid leave of absence. An Option may not be exercised for a fraction of a
Share. 






	


     An
Option shall be deemed exercised when the Company receives: (i) written or
electronic notice of exercise (in accordance with the Option Agreement) from the
person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. Shares issued upon exercise of
an Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse. Until the Shares
are issued (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a shareholder shall exist with respect to the
Shares, notwithstanding the exercise of the Option. The Company shall issue (or
cause to be issued) such Shares promptly after the Option is exercised. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the Shares are issued, except as provided in
Section 12 of the Plan. 



     Exercise
of an Option in any manner shall result in a decrease in the number of Shares
thereafter available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is exercised. 









	 	     (b)
Termination of Relationship as a Service Provider. If an Optionee ceases to be a Service
Provider, such Optionee may exercise his or her Option within such period of time as is
specified in the Option Agreement to the extent that the Option is vested on the date of
termination (but in no event later than the expiration of the term of the Option as set
forth in the Option Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for three (3) months following the Optionee’s
termination. If, on the date of termination, the Optionee is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the Option shall revert to
the Plan. If, after termination, the Optionee does not exercise his or her Option within
the time specified by the Administrator, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan. 






	



-6- 

















	











	 	     (c)
Disability of Optionee. If an Optionee ceases to be a Service Provider as a result of the
Optionee’s total and permanent disability, as defined in Section 22(e)(3) of the
Code, the Optionee may exercise his or her Option within such period of time as is
specified in the Option Agreement to the extent the Option is vested on the date of
termination (but in no event later than the expiration of the term of such Option as set
forth in the Option Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for twelve (12) months following the
Optionee’s termination. If, on the date of termination, the Optionee is not vested
as to his or her entire Option, the Shares covered by the unvested portion of the Option
shall revert to the Plan. If, after termination, the Optionee does not exercise his or
her Option within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan. 






	 	     (d)
Death of Optionee. If an Optionee dies while a Service Provider, the Option may be
exercised within such period of time as is specified in the Option Agreement (but in no
event later than the expiration of the term of such Option as set forth in the Option
Agreement), by the Optionee’s designated beneficiary, provided such beneficiary has
been designated prior to Optionee’s death in a form acceptable to the Administrator.
If no such beneficiary has been designated by the Optionee, then such Option may be
exercised by the personal representative of the Optionee’s estate or by the
person(s) to whom the Option is transferred pursuant to the Optionee’s will or in
accordance with the laws of descent and distribution. If, at the time of death, the
Optionee is not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall immediately revert to the Plan. If the Option is not so
exercised within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan. 






	


     11.
Limited Transferability of Options. Unless determined otherwise by the Administrator,
Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in
any manner other than by will or the laws of descent and distribution, and may be
exercised during the lifetime of the Optionee, only by the Optionee. 



     12.
Adjustments Upon Changes in Capitalization, Merger or Change in Control. 










	 	     (a)
Changes in Capitalization. Subject to any required action by the shareholders of the
Company, the number and type of Shares which have been authorized for issuance under the
Plan but as to which no Options have yet been granted or which have been returned to the
Plan upon cancellation or expiration of an Option, and the number and type of Shares
covered by each outstanding Option, as well as the price per Share covered by each such
outstanding Option, shall be proportionately adjusted for any increase or decrease in the
number or type of issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt of
consideration by the Company. The conversion of any convertible securities of the Company
shall not be deemed to have been “effected without receipt of consideration.“Such
adjustment shall be made by the Board, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number, type or price of Shares subject to an Option. 






	


-7- 

















	











	 	     (b)
Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of
the Company, the Administrator shall notify each Optionee as soon as practicable prior to
the effective date of such proposed transaction. The Administrator in its discretion may
provide for an Optionee to have the right to exercise his or her Option until fifteen
(15) days prior to such transaction as to all of the Optioned Stock covered thereby,
including Shares as to which the Option would not otherwise be exercisable. In addition,
the Administrator may provide that any Company repurchase option applicable to any Shares
purchased upon exercise of an Option shall lapse as to all such Shares, provided the
proposed dissolution or liquidation takes place at the time and in the manner
contemplated. To the extent it has not been previously exercised, an Option will
terminate immediately prior to the consummation of such proposed action. 






	 	     (c)
Merger or Change in Control. In the event of a merger of the Company with or into another
corporation, or a Change in Control, each outstanding Option shall be assumed or an
equivalent option substituted by the successor corporation or a Parent or Subsidiary of
the successor corporation. If, in such event, the Option is not assumed or substituted,
the Option shall terminate as of the date of the closing of the merger or Change in
Control. For the purposes of this paragraph, the Option shall be considered assumed if,
following the merger or Change in Control, the Option confers the right to purchase or
receive, for each Share of Optioned Stock subject to the Option immediately prior to the
merger or Change in Control, the consideration (whether stock, cash, or other securities
or property) received in the merger or Change in Control by holders of Common Stock for
each Share held on the effective date of the transaction (and if holders were offered a
choice of consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received in the
merger or Change in Control is not solely common stock of the successor corporation or
its Parent, the Administrator may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of the Option, for each Share of
Optioned Stock subject to the Option, to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per share consideration
received by holders of Common Stock in the merger or Change in Control. 






	 	     (d)
Assumption by Cypress Semiconductor Corporation. In the event that on or before December
31, 2001, the Company becomes a Subsidiary of Cypress Semiconductor Corporation, a
Delaware corporation (“Cypress”), then each outstanding Option shall be assumed
(or an equivalent option substituted) by Cypress. Following the assumption by Cypress,
each outstanding Option shall cover the number of Cypress shares that is equal to the
number of Shares covered by the Option immediately prior to the assumption. The per share
exercise price and vesting schedule of the Option shall not change, except that
employment with Cypress (or any subsidiary of Cypress) after the assumption shall count
as service for purposes of vesting of the Option. After assumption by Cypress, Cypress
will have all of the rights and duties of the Company under the Plan. Thus, for example
(but not by way of limitation), Section 12(c) shall be applied in the event of a merger
of Cypress with another corporation or a Change in Control of Cypress. 






	



     13.
Time of Granting Options. The date of grant of an Option shall, for all purposes, be the
date on which the Administrator makes the determination granting such Option, or such
later date as is determined by the Administrator. Notice of the determination shall be
given to each Service Provider to whom an Option is so granted within a reasonable time
after the date of such grant.  





-8- 

















	






     14.
Amendment and Termination of the Plan. 









	 	     (a)
Amendment and Termination. The Board may at any time amend, alter, suspend or terminate
the Plan.






	 	     (b)
Shareholder Approval. The Board shall obtain shareholder approval of any Plan amendment
to the extent necessary and desirable to comply with Applicable Laws.






	 	     (c)
Effect of Amendment or Termination. No amendment, alteration, suspension or termination
of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise
between the Optionee and the Administrator, which agreement must be in writing and signed
by the Optionee and the Company. Termination of the Plan shall not affect the
Administrator’s ability to exercise the powers granted to it hereunder with respect
to Options granted under the Plan prior to the date of such termination. 






	



     15.
Conditions Upon Issuance of Shares.  









	 	     (a)
Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option unless
the exercise of such Option and the issuance and delivery of such Shares shall comply
with Applicable Laws and shall be further subject to the approval of counsel for the
Company with respect to such compliance. 






	 	     (b)
Investment Representations. As a condition to the exercise of an Option, the
Administrator may require the person exercising such Option to represent and warrant at
the time of any such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required. 






	



     16.
Inability to Obtain Authority. The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company’s
counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.  



     17.
Reservation of Shares. The Company, during the term of this Plan, shall at all times
reserve and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan. 



     18.
Shareholder Approval. The Plan shall be subject to approval by the shareholders of the
Company within twelve (12) months after the date the Plan is adopted. Such shareholder
approval shall be obtained in the degree and manner required under Applicable Laws. 







-9-