Prepared by MERRILL CORPORATION




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Exhibit 4.6    
  


 
 

SAWTEK INC.
  SECOND STOCK OPTION PLAN    
  


    Sawtek Inc., a Florida corporation (the "Company"), hereby adopts the Second Stock Option Plan (the "Plan") for its key employees, officers and
directors, in accordance with the following terms and conditions: 



    1.  Purpose of the Plan.  The purpose of the Plan is to advance the growth and development of the Company
by affording an opportunity to executives, consultants and key employees of the Company, as well as directors of the Company and its affiliates, to purchase shares of the Company's common stock and to
provide incentives for them to put forth maximum efforts for the success of the Company's business. The Plan is intended to permit certain designated stock options granted under the Plan to qualify as
incentive stock options under Section 422 of the Internal Revenue Code of 1986. 


    2.  Definitions.  For purposes of this Plan, the following capitalized terms shall have the meanings set
forth below: 



    (a) "Board
of Directors" means the board of directors of the Company. 


    (b) "Code"
means the Internal Revenue Code of 1986, as currently in effect or as hereafter amended. 


    (c) "Company"
means Sawtek Inc., a Florida corporation. 


    (d) "Eligible
Employee" means all directors, consultants, officers, and executive, managerial, and other key employees of the Company or any Parent or Subsidiary. In
order to be eligible for an Incentive
Stock Option, a director or a consultant must also be a common law employee (applying the standards set forth in Section 3401 of the Code) of the Company as provided in Section 422 of
the Code; however, in order to be eligible for a Non-qualified Stock Option, a director or consultant need not be a common law employee of the Company. 


    (e) "Incentive
Stock Option(s)" means a stock option granted to an Eligible Employee to purchase shares of Stock which is intended to qualify as an "incentive stock
option," as defined in Section 422 of the Code. 


    (f)  "Non-qualified
Stock Option(s)" means a stock option granted to an Eligible Employee to purchase shares of Stock which is not intended to qualify as an
"incentive stock option" as defined in Section 422 of the Code. 



    (g) "Option"
means any unexercised and unexpired Incentive Stock option or Non-qualified Stock Option issued under this Plan, or any portion thereof
remaining unexercised and unexpired. 


    (h) "Option
Agreement" means a written agreement by and between the Company and an Optionee setting forth the terms and conditions of the Option granted by the Board of
Directors to such Optionee. 


    (i)  "Optionee"
means any Eligible Employee who is granted an Option as provided in the Plan. 


    (j)  "Parent"
means any present or future "parent corporation" of the Company as such term is defined in Section 424(e) of the Code and which the Board of
Directors of the Company has elected to be covered by the Plan. 


    (k) "Plan"
shall mean the Company's Stock Option Plan. 


    (l)  "Stock"
means authorized and unissued shares of the Company's Common Stock, or treasury shares of such class. 







 



    (m) "Subsidiary" means any present or future "subsidiary corporation" of the Company, as such term is defined in Section 424(f) of the Code and which the Board
of Directors has elected to be covered by the Plan. 


    (n) Where
applicable, the terms used in this Plan have the same meaning as the terms used in the Code and the regulations and rulings issued thereunder and pursuant
thereto, with reference to Options. 


    (o) Wherever
appropriate, words used in this Plan in the singular may mean the plural, the plural may mean the singular and the masculine may mean the feminine or
neuter. 




    3.  Stock Subject to Option.



    (a) Total
Number of Shares. The total number of shares of Stock which may be issued by the Company to all Optionees under this Plan is four million (4,000,000) shares,
provided, however, no Option shall be issued hereunder for the purchase of shares in excess of two million (2,000,000) shares until February 1, 1998. The total number of shares of Stock which
may be so issued may be increased only by a resolution adopted by the Board of Directors and approved by the shareholders of the Company. 



    (b) Expired
Options. If any Option granted under this Plan is terminated or expires for any reason whatsoever, in whole or in part, the shares (or remaining shares) of
Stock subject to that particular Option shall again be available for grant under this Plan. 




    4.  Administration of the Plan.



    (a) Board
of Directors. This Plan shall be administered by the Board of Directors who may, from time to time, issue orders or adopt resolutions, not inconsistent with
the provisions of the Plan, to interpret the provisions and supervise the administration of the Plan. All determinations shall be by the affirmative vote of a majority of the members of the Board of
Directors at a meeting called for such purpose, or reduced to writing and signed by a majority of the members of the Board of Directors. Subject to the Company's Bylaws, all decisions made by the
Board of Directors in selecting Optionees, establishing the number of shares and terms applicable to each option, and in construing the provisions of this Plan shall be final, conclusive and binding
on all persons, including the Company, shareholders, Optionees, and purchasers of shares pursuant to this Plan. No member of the Board of Directors shall be liable for any action or determination made
in good faith with respect to the Plan or an Option granted hereunder. 


    (b) Stock
Option Plan Committee. The Board of Directors may from time to time appoint a Stock Option Plan Committee, consisting of not less than two
(2) directors (the "Committee"). The Board of
Directors may delegate to such Committee full power and authority to take any action required or permitted to be taken by the Board of Directors under this Plan, subject to restrictions on affiliate
participation under the Securities Exchange Act of 1934, pertaining to, among other things, Section 16(b). The Board of Directors may from time to time, at its sole discretion, remove members
from or add members to the Committee. Vacancies may be filled by the Board of Directors only. Where the context requires, the Board of Directors shall mean the Committee, if appointed, for matters
dealing with administration of the Plan. 


    (c) Compliance
with Internal Revenue Code. The Board of Directors (or committee if appointed) shall at all times administer this Plan and make interpretations hereunder
in such a manner that Options granted hereunder designated as Incentive Stock Options will meet the requirements of Section 422 of the Code. 




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    5.  Selection of Optionees.



    (a) Discretion
of the Board of Directors. All Eligible Employees of the Company shall be eligible to receive Options pursuant to this Plan. In determining which
Eligible Employees shall be offered Options, as well as the terms thereof, the Board of Directors shall evaluate, among other things, (i) the duties and responsibilities of Eligible Employees,
(ii) their past and prospective contributions to the success of the Company, (iii) the extent to which they are performing and will continue to perform outstanding services for the
benefit of the Company, and (iv) such other factors as the Board of Directors deems relevant. 


    (b) Limitation
on Grant of Options. An Incentive Stock Option may not be granted to any Optionee if the grant of such Option to such Optionee would otherwise cause the
aggregate fair market value (determined at the time the Option is granted) of the Stock for which Options are exercisable for the first time by such Optionee under all incentive stock option plans of
the Company during any calendar year to exceed $100,000. Non-qualified Stock Options may be granted to Eligible Employees at the sole discretion of the Board of Directors. 




    6.  Option Agreement.  Subject to the provisions of this Plan, each Option granted to an Optionee shall
be set forth in an Option Agreement upon such terms and conditions as the Board of Directors determines, including a vesting schedule. Each such Option Agreement shall incorporate the provisions of
this Plan by reference. The date of the grant of an Option is the date specified in the Option Agreement. Any Option Agreement shall clearly identify such Options as Incentive Stock Options or
Non-qualified Stock Options. 


    7.  Option Prices.



    (a) Determination
of Option Price. The option price for Stock shall not be less than one hundred percent (100%) of the fair market value of the Stock on the date of the
grant of such Option. The option price for Stock granted to an Eligible Employee who possesses more than ten percent (10%) of the total combined voting power of all classes of common stock of the
Company (a "Ten Percent Shareholder") shall not be less than one hundred ten percent (110%) of the fair market value of the Stock on the date of the grant of such Option. 


    (b) Determination
of Fair Market Value. For the purpose of this Plan, the fair market value of the Stock on the date of granting an Option shall be determined by the
Board of Directors in good faith and in accordance with the applicable regulations under the Code. 


    (c) Determination
of Stock Ownership. For purposes of paragraphs 7 and 8, an optionee's common stock ownership shall be determined by taking into account the rules of
constructive ownership set forth in Section 424(d) of the Code. 




    8.  Term of Option.  The term of an Option may vary within the sole discretion of the Board of Directors,
provided, however, that the term of an Incentive Stock Option granted to an Eligible Employee shall not exceed ten (10) years from the date of grant of such Incentive Stock Option (five
(5) years in the case of a Ten Percent Shareholder). An Incentive Stock Option may be cancelled only in connection with the termination of employment or death of the Optionee (as more
particularly described in paragraph 9 hereof). A Non-qualified Stock Option may be cancelled only in connection with the termination of employment (or consulting contract) or death
of an Optionee, or the removal or resignation of an Optionee who is a director. 


    9.  Exercise of Option.



    (a) Limitation
on Exercise of Option. Except as otherwise provided herein, the Board of Directors, in its sole discretion, may limit an Option by restricting its
exercise in whole or in 




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part to specified vesting periods or until specified conditions have occurred. The vesting periods and any restrictions will be set forth in the Option Agreement. 


    (b) Exercise
Prior to Cancellation. An Option shall be exercisable only during the term of the Option as long as the Optionee is in "Continuous Employment" with the
Company any Subsidiary, or any successor thereof. Notwithstanding the preceding sentence, as long as the Option's term has not expired, an Option which is otherwise exercisable in accordance with its
provisions shall be exercisable 



     (i) for
a period ending ninety (90) days after the Optionee's Continuous Employment with the Company has terminated, unless the Optionee was terminated for cause
by the Company, in which case the Option terminates on notice of termination of employment; or 


    (ii) for
a period ending ninety (90) days after the removal or resignation of the Optionee from the Board of Directors, on which such Optionee has served; or 


    (iii) by
the estate of the Optionee, within one (1) year after the date of the Optionee's death, if the Optionee should die while in the Continuous Employment of
the Company or while serving on the Board of Directors of the Company or any Subsidiary, or any successor thereof; or 



    (iv) within
one (1) year after the Optionee's employment with the Company terminates, if the Optionee becomes disabled (as defined in Section 22(e) of the
Code) during Continuous Employment with the Company and such disability is the cause of termination. 





    For
purposes of this Plan, the term "Continuous Employment" shall mean service as a common law employee and the absence of any interruption or termination of employment (or
termination of a consulting contract) by the Company or any Parent or Subsidiary which now exists or hereafter is organized or acquired by the Company. Continuous Employment with the Company shall not
be considered interrupted in the case of sick leave, military leave, or any other leave of absence approved by the Company or in the case of transfers between locations of the Company or between any
Parent or Subsidiary, or successor thereof. With respect to Non-qualified Stock Options only, service as a member of the Board of Directors or as a consultant of the Company shall be
treated as Continuous Employment. The term "cause" as used in this subparagraph 9(b) shall mean: (i) commission of a felony or a charge of theft, dishonesty, fraud or embezzlement;
(ii) failure to adhere to Company's reasonable directives and policies, willful disobedience or insubordination; (iii) disclosing to a competitor or other unauthorized person,
proprietary information, confidences or trade secrets of the Company or any Parent or Subsidiary; (iv) recruitment of Company or any Parent or Subsidiary personnel on behalf of a competitor or
potential competitor of the Company, any Parent or Subsidiary, or any successor thereof; or (v) solicitation of business on behalf of a competitor or potential competitor of the Company, any
Parent or Subsidiary, or any successor thereof. 



    (c) Method
of Exercising an Option. Subject to the provisions of any particular Option, including any provisions relating to vesting of an Option, an Optionee may
exercise an Option, in whole or in part, by written notice to the Company stating in such written notice the number of shares of Stock such Optionee elects to purchase under the Option, and the time
of the delivery thereof, which time shall beat least fifteen (15) days after the giving of such notice, unless an earlier date shall have been
mutually agreed upon. Upon receipt of such written notice, the Company shall provide the Optionee with that information required by the applicable state and federal securities laws. If, after receipt
of such information, the Optionee desires to withdraw such notice of exercise, the Optionee may withdraw such notice of 




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exercise by notifying the Company, in writing, prior to the time set forth for delivery of the shares of Stock. In no event may an Option be exercised after the expiration of its term. An Optionee is
under no obligation to exercise an Option or any part thereof. 


    (d) Payment
for Option Stock. The exercise of any Option shall be contingent upon receipt by the Company of cash or certified bank check to its order, shares of the
Company's Common Stock or cancellation of a vested portion of the Stock Option, or any combination of the foregoing in an amount equal to the full option price of the shares of Stock being purchased.
For purposes of this paragraph 9, shares of the Company's Common Stock that are delivered in payment of the option price shall be valued at their fair market value, as determined under the
provisions of the Plan. In the alternative, the Board of Directors may, but is not required to, accept a promissory note, secured or unsecured, in the amount of the option price made by the Optionee
on terms and conditions satisfactory to the Board of Directors. 


    (e) Delivery
of Stock to Optionee. Provided the Optionee has delivered proper notice of exercise and full payment of the option price, the Company shall undertake and
follow all necessary procedures to make prompt delivery of the number of shares of Stock which the Optionee elects to purchase at the time specified in such notice. Such delivery, however, may be
postponed at the sole discretion of the Company to enable the Company to comply with any applicable procedures, regulations or listing requirements of any governmental agency, stock exchange or
regulatory authority. As a condition to the issuance of shares of Stock, the Company may require such additional payments from the Optionee as may be required to allow the Company to withhold any
income taxes which Company deems necessary to insure the Company that it can comply with any federal or state income tax withholding requirements. 


    (f)  Certain
Other Outstanding Options. No option granted under this Plan may be exercised while there is outstanding any other incentive stock option to purchase stock
in the Company which was granted before the granting of such option and (1) which was granted prior to January 1, 1987, (2) which has not been exercised in full, (3) which
has not expired by reason of lapse of time, or (4) which has not been terminated by the mutual consent of the Company and the Optionee. 




    10. Non-transferability of Options.  Except as otherwise provided in
paragraph 9(b)(iii) and (iv) hereof, an Option granted to an Optionee may be exercised only during such Optionee's lifetime by such Optionee. An Option may not be sold, exchanged,
assigned, pledged, encumbered, hypothecated or otherwise transferred except by will or by the laws of descent and distribution. No Option or any right thereunder shall be subject to execution,
attachment or similar process by any creditors of the
Optionee. Upon any attempted assignment, transfer, pledge, hypothecation or other encumbrance of any Option contrary to the provisions hereof, such Option and all rights thereunder shall immediately
terminate and shall be null and void with respect to the transferee or assignee. 


    11. Compliance with the Securities Laws.



    (a) Optionee's
Written Statement. The Board of Directors may, in its sole discretion, require that at the time an Optionee elects to exercise his or her Option, he or
she shall furnish a written statement to the Company that he or she is acquiring such shares of Stock for investment purposes only and that he or she has no intention of reselling or otherwise
disposing of such Stock, along with a written acknowledgment that the Option and the shares of Stock pertaining to the Option are not registered under the Securities Act of 1933, as amended (the
"Act"), the Florida securities laws, or any other state securities laws. In the event that shares of Stock subject to the Option are registered with the Securities and 




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Exchange Commission, an Optionee shall no longer be required to comply with this subparagraph 11(a). 


    (b) Registration
Requirements. If at any time the Board of Directors determines, in its sole discretion, that the listing, registration or qualification of the shares
of Stock subject to the Option upon any securities exchange or under any state or federal securities laws, or the consent or approval of any governmental regulatory body, is necessary or desirable as
a condition of, or in connection with, the issuance or purchase of shares thereunder, then the Option may not be exercised, in whole or in part, unless such listing, registration, qualification,
consent or approval shall have been effected or obtained (and the same shall have been free of any conditions not acceptable to the Board of Directors). 


    (c) Restrictions
on Transfer of Shares. The shares of Stock acquired by an Optionee pursuant to the exercise of an Option hereunder shall be freely transferable;
provided, however, that such shares of Stock may not be sold, transferred, pledged or hypothecated, unless (i) a registration statement covering the securities is effective under the Act and
appropriate state securities laws, or (ii) an opinion of counsel, satisfactory to the Company, that such sale, transfer, pledge or hypothecation may legally be made without registration of such
shares under federal or state securities laws has been received by the Company. 


    (d) Restrictive
Legend. In order to enforce the restrictions imposed upon shares of Stock under this Plan, the Company shall make appropriate notation in its stock
records or, if applicable, shall issue an appropriate stock transfer instruction to the Company's stock transfer agent. In addition, the Company may cause a legend or legends to be placed on any
certificates representing shares of Stock issued
pursuant to this Plan, which legend or legends shall make appropriate reference to such restrictions in substantially the following form: 



The
shares of Common Stock evidenced by this certificate have been issued under the Second Sawtek Inc. Stock Option Plan (the "Plan") and are subject to the terms and provisions of such Plan. 


These
shares have not been registered under the Securities Act of 1933, as amended, the Florida Securities and Investor Protection Act or any other state securities laws, and, therefore, cannot be
sold unless they are subsequently registered under the Act and any applicable state securities laws, or unless an exemption from registration is available. 





    12. Changes in Capital Structure of Company.  In the event of a capital adjustment resulting from a stock
dividend, stock split, reclassification, recapitalization, or by reason of a merger, consolidation, or other reorganization in which the Company is the surviving corporation, the Board of Directors
shall make such adjustment, if any, as it may deem appropriate in the number and kind of shares authorized by this Plan, or in the number, option price and kind of shares covered by the Options
granted. The Company shall give notice of any adjustment to each Optionee and such adjustment shall be deemed conclusive. The foregoing adjustments and the manner of application of the foregoing
provisions shall be determined solely by the Board of Directors, and any such adjustment may provide for the elimination of fractional shares. 


    13. Reorganization, Dissolution or Liquidation.  In the event of the dissolution or liquidation of the
Company, or any merger or combination in which the Company is not a surviving corporation is involved, or the Company transfers substantially all of its assets or property to another corporation, or
in the event any other corporation acquires control of the Company in a reorganization within the meaning of Section 368(a) of the Code, all outstanding Options shall thereupon terminate,
unless such Options are assumed or substitutes therefor are issued (within the meaning of Section 424(a) of the Code) by the surviving or acquiring corporation in any such merger, combination
or other reorganization. Notwithstanding the previous sentence, the Company 



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shall give at least fifteen (15) days written notice of such transaction to holders of unexercised Options prior to the effective date of such merger, combination, reorganization, dissolution
or liquidation. The Board of Directors, in its sole discretion, may elect to accelerate the vesting schedules of all Options previously issued upon such notice, and the holders thereof may exercise
such Options prior to such effective date, notwithstanding any time limitation previously placed on the exercise of such Options. 


    14. Dividends; Voting Stock.



    (a) Dividends.
Purchasers of Stock pursuant to this Plan will be entitled, after issuance of their stock certificates, to any dividends that may be declared and paid on
the shares of Stock registered in their names. A stock certificate representing dividends declared and paid in shares of Stock shall be issued and delivered to the purchaser after such shares have
been registered in the purchaser's name. Such stock certificate shall bear the legends set forth above and shall be subject to the provisions of this Plan, the Option Agreement and any escrow
arrangement. 


    (b) Voting
Rights. Purchasers of shares of the Stock shall be entitled to receive all notices of meetings and exercise all voting rights of a shareholder with respect
to the shares of Stock purchased. 


    (c) Rights
as Shareholder. An Optionee shall have no rights as a shareholder with respect to any shares covered by his or her Option until exercise of the Option and
the date of issuance of a certificate to him for such shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such certificate is issued. 




    15. Amendment and Termination of the Plan.



    (a) Discretion
of the Board of Directors. The Board of Directors may amend or terminate this Plan at any time provided; however, that (i) any such amendment or
termination shall not adversely affect the rights of Optionees who were granted Options prior thereto, (ii) any such amendment shall not result in a "modification" of any Option within the
meaning of Section 424(h) of the Code and (iii) any amendment which increases the total number of shares of Stock covered by this Plan or changes the definition of Eligible Employee
shall be subject to obtaining the approval of the Company's shareholders within twelve (12) months of the amendment. 


    (b) Automatic
Termination. This Plan shall terminate ten (10) years after its approval by the shareholders of the Company or its adoption by the Board of
Directors, whichever is earlier, unless the Board of Directors shall, in its discretion, elect to terminate this Plan at an earlier date. Options may be granted under this Plan at any time and from
time to time prior to termination of the Plan under this subparagraph 18(b). Any Option outstanding at the time the Plan is terminated under this subparagraph 18(b) shall remain in effect until the
Option is exercised or expires. 




    16. Miscellaneous.



    (a) Notices.
All notices and elections by an Optionee shall be in writing and delivered in person or by mail to the President or Treasurer of the Company at the
principal office of the Company, provided shareholder approval of the Plan shall be obtained within twelve (12) months of Board approval if the Board first approves this Plan. 



    (b) Effective
Date of the Plan. The effective date of this Plan shall be the earlier of the date on which the Board adopts the Plan, or the date of its approval by the
shareholders of the Company. 




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    (c) Employment. Nothing in the Plan or in any Option granted hereunder, or in any Stock Option Agreement relating thereto shall confer upon any employee of the Company
or any Subsidiary, or any successor thereof, the right to continue in the employ of the Company or any Subsidiary. 


    (d) Plan
Binding. The Plan shall be binding upon the successors and assigns of the Company. 


    (e) Gender.
Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender. 


    (f)  Headings.
Captioned headings of paragraphs and subparagraphs hereof are inserted for convenience and reference, and constitute no part of the Plan. 



    (g) Applicable
Law. The validity, interpretation and enforcement of this Plan are governed in all respects by the laws of the State of Florida and the United States of
America. 




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Exhibit 4.6


SAWTEK INC. SECOND STOCK OPTION PLAN