exv10w2



 







Exhibit 10.2




ACTEL CORPORATION




1993 EMPLOYEE STOCK PURCHASE PLAN




Amended and Restated as of April 22, 2005




     The following constitute the provisions of the 1993 Employee Stock Purchase Plan of Actel
Corporation.



     1. Purpose. The purpose of the Plan is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through
accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an
“Employee Stock Purchase Plan” under Section 423 of the Code. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code.



     2. Definitions.




     (a) “Board” shall mean the Board of Directors of the Company.




     (b) “Code” shall mean the Internal Revenue Code of 1986, as amended.




     (c) “Common Stock” shall mean the Common Stock of the Company.




     (d) “Company” shall mean Actel Corporation, a California corporation.




     (e) “Compensation” shall mean all base straight time gross earnings including
commissions, overtime and shift premiums, and all incentive compensation, incentive
payments, bonuses and other compensation.




     (f) “Designated Subsidiaries” shall mean the Subsidiaries which have been
designated by the Board from time to time in its sole discretion as eligible to participate
in the Plan.




     (g) “Employee” shall mean any individual who is an employee of the Company or
any Designated Subsidiary for tax purposes whose employment with the Company or any
Designated Subsidiary averages at least twenty (20) hours per week and more than five (5)
months in any calendar year. For purposes of the Plan, the employment relationship shall be
treated as continuing intact while the individual is on sick leave or other leave of absence
approved by the Company. Where the period of leave exceeds 90 days and the individual’s
right to reemployment is not guaranteed either by statute or by contract, the employment
relationship will be deemed to have terminated on the 91st day of such leave.




     (h) “Enrollment Date” shall mean the first day of each Offering Period.




     (i) “Exercise Date” shall mean the last day of each Offering Period.




     (j) “Fair Market Value” shall mean, 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 National Market System of
the National Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”)
System, its Fair Market Value shall be the closing sale price for the Common Stock (or the mean
of the closing bid and asked prices, if no sales were reported), as quoted on such
exchange (or the exchange with the



 









 







greatest volume of trading in Common Stock) or
system on the date of such determination, as reported in the Wall Street Journal or
such other source as the Board deems reliable, or;




     (ii) If the Common Stock is quoted on the NASDAQ system (but not on the
National Market System thereof) or is regularly quoted by a recognized securities
dealer but selling prices are not reported, its Fair Market Value shall be the mean
of the closing bid and asked prices for the Common Stock on the date of such
determination, as reported in the Wall Street Journal or such other source as the
Board deems reliable, 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 Board.




     (k) “Offering Period” shall mean the period of approximately twenty-four (24)
months during which an option granted pursuant to the Plan may be exercised; provided,
however, any Offering Period in effect on or prior to July 1, 2005 will terminate with a
final purchase date on July 1, 2005. The first Offering Period following July 1, 2005 shall
be approximately twenty-five (25) months long, commencing on July 5, 2005 and terminating on
the last Trading Day in the period ending July 31, 2007. The next Offering Period will
commence on the first Trading Day on or after January 2, 2006 and shall terminate on the
last Trading Day in the period ending January 31, 2008. Thereafter, subsequent Offering
Periods shall commence on the first Trading Day on or after August 1 and February 1 of each
year and terminate on the last Trading Day of the periods ending twenty-four (24) months
later. The duration and timing of Offering Periods may be changed pursuant to Sections 4
and 19 of this Plan.




     (l) “Plan” shall mean this Employee Stock Purchase Plan.




     (m) “Purchase Period” shall mean the approximately six month period commencing
after one Exercise Date and ending with the next Exercise Date, except that the first
Purchase Period of any Offering Period shall commence on the Enrollment Date and end with
the next Exercise Date. The first Purchase Period for the Offering Period commencing July
5, 2005 shall terminate on January 1, 2006. The second Purchase Period for the Offering
Period commencing July 5, 2005 (and the first Purchase Period for the Offering Period
commencing on the first Trading Day on or after January 2, 2006) shall commence on the first
Trading Day on or after January 2, 2006 and shall terminate on the last Trading Day in the
period ending July 31, 2006. Thereafter, subsequent Purchase Periods shall revert to their
normal six-month schedule, as specified in the first sentence of this Section 2(m).




     (n) “Purchase Price” shall mean an amount equal to 85% of the Fair Market Value
of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is
lower.




     (o) “Reserves” shall mean the number of shares of Common Stock covered by each
option under the Plan which have not yet been exercised and the number of shares of Common
Stock which have been authorized for issuance under the Plan but not yet placed under
options.




     (p) “Subsidiary” shall mean a corporation, domestic or foreign, of which not
less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not
such corporation now exists or is hereafter organized or acquired by the Company or a
Subsidiary.




     (q) “Trading Day” shall mean a day on which national stock exchanges and the
National Association of Securities Dealers Automated Quotation (NASDAQ) System are open for
trading.



     3. Eligibility.




     (a) Any Employee (as defined in Section 2(g)), who shall be employed by the Company on
a given Enrollment Date shall be eligible to participate in the Plan.



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     (b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be
granted an option under the Plan (i) if immediately after the grant, such Employee (or any
other person whose stock would be attributed to such Employee pursuant to Section 424(d) of
the Code) would own capital stock of the Company and/or hold outstanding options to purchase
such stock possessing five percent (5%) or more of the total combined voting power or value
of all classes of the capital stock of the Company or of any Subsidiary, or (ii) which
permits his or her rights to purchase stock under all employee stock purchase plans of the
Company and its subsidiaries to accrue at a rate which exceeds twenty-five thousand dollars
($25,000) of Fair Market Value of such stock (determined at the time such option is granted)
for each calendar year in which such option is outstanding at any time.



     4. Offering Periods. The Plan shall be implemented by consecutive Offering Periods
with the first Offering Period commencing after the date of the Company’s 2005 annual shareholder
meeting commencing on July 5, 2005 and terminating on the last Trading Day in the period ending
July 31, 2007. The next Offering Period will commence on the first Trading Day on or after January
2, 2006 and shall terminate on the last Trading Day in the period ending January 31, 2008. The
next Offering Period will commence on the first Trading Day on or after August 1, 2006 and shall
terminate on the last Trading Day in the period ending July 31, 2008. Thereafter, subsequent
Offering Periods shall commence on the first Trading Day on or after February 1 and August 1 of
each year and terminate on the last Trading Day of the periods ending twenty-four months later.
The Board shall have the power to change the duration of Offering Periods (including the
commencement dates thereof) with respect to future offerings without shareholder approval if such
change is announced at least five (5) days prior to the scheduled beginning of the first Offering
Period to be affected.



     5. Participation.




     (a) An eligible Employee may become a participant in the Plan by completing a
subscription agreement authorizing payroll deductions (in the form of Exhibit A to this
Plan) and filing it with the Company’s payroll office prior to the applicable Enrollment
Date.




     (b) Payroll deductions for a participant shall commence on the first payroll following
the Enrollment Date and shall end on the last payroll in the Offering Period to which such
authorization is applicable, unless sooner terminated by the participant as provided in
Section 10 hereof; provided, however, that with respect to the Purchase Period ending
January 1, 2006, there will be a special payroll deduction made with respect to amounts
deferred under this Plan pursuant to Compensation earned through January 1, 2006.



     6. Payroll Deductions.




     (a) At the time a participant files his or her subscription agreement, he or she shall
elect to have payroll deductions made on each pay day during the Offering Period in an
amount not exceeding fifteen percent (15%) of the Compensation which he or she receives on
each pay day during the Offering Period, and the aggregate of such payroll deductions during
the Offering Period shall not exceed fifteen percent (15%) of the participant’s Compensation
during said Offering Period.




     (b) All payroll deductions made for a participant shall be credited to his or her
account under the Plan and will be withheld in whole percentages only. A participant may
not make any additional payments into such account.




     (c) A participant may discontinue his or her participation in the Plan as provided in
Section 10 hereof, or may increase or decrease the rate of his or her payroll deductions
during the Offering Period
by filing with the Company a new subscription agreement authorizing a change in payroll
deduction rate. The Board may, in its discretion, limit the number of participation rate
changes during any Offering Period. The change in rate shall be effective with the first
full payroll period following five (5) business days after the Company’s receipt of the new
subscription agreement unless the Company elects to process a given



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change in participation
more quickly. A participant’s subscription agreement shall remain in effect for successive
Offering Periods unless terminated as provided in Section 10 hereof.




     (d) Notwithstanding the foregoing, to the extent necessary to comply with Section
423(b)(8) of the Code and Section 3(b) hereof, a participant’s payroll deductions may be
decreased to 0% if the following should occur: For the Purchase Periods that end during a
single calendar year, the sum of all payroll deductions that have been used to purchase
stock under the Plan plus all payroll deductions accumulated for the purchase of stock
equals $21,250. Payroll deductions shall recommence at the rate provided in such
participant’s subscription agreement at the beginning of the first Purchase Period which is
scheduled to end in the subsequent calendar year, unless terminated by the participant as
provided in Section 10 hereof.




     (e) At the time the option is exercised, in whole or in part, or at the time some or
all of the Company’s Common Stock issued under the Plan is disposed of, the participant must
make adequate provision for the Company’s federal, state, or other tax withholding
obligations, if any, which arise upon the exercise of the option or the disposition of the
Common Stock. At any time, the Company may, but will not be obligated to, withhold from the
participant’s compensation the amount necessary for the Company to meet applicable
withholding obligations, including any withholding required to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of Common Stock by
the Employee.



     7. Grant of Option. On the Enrollment Date of each Offering Period, each eligible
Employee participating in such Offering Period shall be granted an option to purchase on the
Exercise Date of such Offering Period (at the applicable Purchase Price) up to a number of shares
of the Company’s Common Stock determined by dividing such Employee’s payroll deductions accumulated
prior to such Exercise Date and retained in the Participant’s account as of the Exercise Date by
the applicable Purchase Price; provided that such purchase shall be subject to the limitations set
forth in Sections 3(b) and 12 hereof; provided, further, that in no event shall any Employee
purchase in excess of ten thousand shares in any Offering Period. Exercise of the option shall
occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10
hereof, and the option shall expire on the last day of the Offering Period.



     8. Exercise of Option. Unless a participant withdraws from the Plan as provided in
Section 10 hereof, his or her option for the purchase of shares will be exercised automatically on
the Exercise Date, and the maximum number of full shares subject to the option shall be purchased
for such participant at the applicable Purchase Price with the accumulated payroll deductions in
his or her account. No fractional shares will be purchased; any payroll deductions accumulated in
a participant’s account which are not sufficient to purchase a full share shall be retained in the
participant’s account for the subsequent Purchase Period, subject to earlier withdrawal by the
participant as provided in Section 10 hereof. Any other monies left over in a participant’s
account after the Exercise Date shall be returned to the participant. During a participant’s
lifetime, a participant’s option to purchase shares hereunder is exercisable only by him or her.



     9. Delivery. As promptly as practicable after each Exercise Date on which a purchase
of shares occurs, the Company shall arrange the delivery to each participant, as appropriate, of a
certificate representing the shares purchased upon exercise of his or her option.



     10. Withdrawal; Termination of Employment.




     (a) A participant may withdraw all but not less than all the payroll deductions
credited to his or her account and not yet used to exercise his or her option under the Plan
at any time by giving written notice to the Company in the form of Exhibit B to this Plan.
All of the participant’s payroll deductions
credited to his or her account will be paid to such participant promptly after receipt
of notice of withdrawal and such participant’s option for the Offering Period will be
automatically terminated, and no further payroll deductions for the purchase of shares will
be made during the Offering Period. If a participant



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withdraws from an Offering Period,
payroll deductions will not resume at the beginning of the succeeding Offering Period unless
the participant delivers to the Company a new subscription agreement.




     (b) Upon a participant’s ceasing to be an Employee (as defined in Section 2(g) hereof),
for any reason, he or she will be deemed to have elected to withdraw from the Plan and the
payroll deductions credited to such participant’s account during the Offering Period but not
yet used to exercise the option will be returned to such participant or, in the case of his
or her death, to the person or persons entitled thereto under Section 14 hereof, and such
participant’s option will be automatically terminated.



     11. Interest. No interest shall accrue on the payroll deductions of a participant in
the Plan.



     12. Stock.




     (a) The maximum number of shares of the Company’s Common Stock which shall be made
available for sale under the Plan shall be 3,519,680 shares, subject to adjustment upon
changes in capitalization of the Company as provided in Section 18 hereof. In addition,
subject to obtaining shareholder approval at the Company’s 2005 annual shareholder meeting,
the maximum number of shares available for sale under the Plan shall be increased by an
additional 1,000,000 shares for Offering Periods commencing on and after July 5, 2005. If
on a given Exercise Date the number of shares with respect to which options are to be
exercised exceeds the number of shares then available under the Plan, the Company shall make
a pro rata allocation of the shares remaining available for purchase in as uniform a manner
as shall be practicable and as it shall determine to be equitable.




     (b) The participant will have no interest or voting right in shares covered by his
option until such option has been exercised.




     (c) Shares to be delivered to a participant under the Plan will be registered in the
name of the participant or in the name of the participant and his or her spouse.



     13. Administration.




     (a) Administrative Body. The Plan shall be administered by the Board or a
committee of members of the Board appointed by the Board. The Board or its committee shall
have full and exclusive discretionary authority to construe, interpret and apply the terms
of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the
Plan. Every finding, decision and determination made by the Board or its committee shall,
to the full extent permitted by law, be final and binding upon all parties. Members of the
Board who are eligible Employees are permitted to participate in the Plan, provided that:




     (i) Members of the Board who are eligible to participate in the Plan may not
vote on any matter affecting the administration of the Plan or the grant of any
option pursuant to the Plan.




     (ii) If a Committee is established to administer the Plan, no member of the
Board who is eligible to participate in the Plan may be a member of the Committee.




     (b) Rule 16b-3 Limitations. Notwithstanding the provisions of Subsection (a)
of this Section 13, in the event that Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or any successor provision (“Rule 16b-3”)
provides specific requirements for the administrators of plans of this type, the Plan shall
be only administered by such a body and in such a manner as shall comply with the applicable
requirements of Rule 16b-3. Unless permitted by Rule 16b-3, no discretion concerning
decisions regarding the Plan shall be afforded to any committee or person that is not
“disinterested” as that term is used in Rule 16b-3.



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     14. Designation of Beneficiary.




     (a) A participant may file a written designation of a beneficiary who is to receive any
 shares and cash, if any, from the participant’s account under the Plan in the event of such
participant’s death subsequent to an Exercise Date on which the option is exercised but
prior to delivery to such participant of such shares and cash. In addition, a participant
may file a written designation of a beneficiary who is to receive any cash from the
participant’s account under the Plan in the event of such participant’s death prior to
exercise of the option. If a participant is married and the designated beneficiary is not
the spouse, spousal consent shall be required for such designation to be effective.




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



     15. Transferability. Neither payroll deductions credited to a participant’s account
nor any rights with regard to the exercise of an option or to receive shares under the Plan may be
assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of
descent and distribution or as provided in Section 14 hereof) by the participant. Any such attempt
at assignment, transfer, pledge or other disposition shall be without effect, except that the
Company may treat such act as an election to withdraw funds from an Offering Period in accordance
with Section 10 hereof.



     16. Use of Funds. All payroll deductions received or held by the Company under the
Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated
to segregate such payroll deductions.



     17. Reports. Individual accounts will be maintained for each participant in the Plan.
Statements of account will be given to participating Employees at least annually, which statements
will set forth the amounts of payroll deductions, the Purchase Price, the number of shares
purchased and the remaining cash balance, if any.



     18. Adjustments Upon Changes in Capitalization.




     (a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the Reserves as well as the price per share of Common Stock
covered by each option under the Plan which has not yet been exercised shall be
proportionately adjusted for any increase or decrease in the number of issued shares of
Common Stock 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
 shares of Common Stock effected without receipt of consideration by the Company; provided,
however, that 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 or price of shares of Common Stock
subject to an option.




     (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Offering Periods will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the Board.



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     (c) Merger or Asset Sale. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company with or into
another corporation, each option under the Plan shall be assumed or an equivalent option
shall be substituted by such successor corporation or a parent or subsidiary of such
successor corporation, unless the Board determines, in the exercise of its sole discretion
and in lieu of such assumption or substitution, to shorten the Offering Periods then in
progress by setting a new Exercise Date (the “New Exercise Date”) or to cancel each
outstanding option to purchase and refund all sums collected from participants during the
Offering Period then in progress. If the Board shortens the Offering Periods then in
progress in lieu of assumption or substitution in the event of a merger or sale of assets,
the Board shall notify each participant in writing, at least ten (10) business days prior to
the New Exercise Date, that the Exercise Date for his option has been changed to the New
Exercise Date and that his option will be exercised automatically on the New Exercise Date,
unless prior to such date he has withdrawn from the Offering Period as provided in Section
10 hereof. For purposes of this paragraph, an option granted under the Plan shall be deemed
to be assumed if, following the sale of assets or merger, the option confers the right to
purchase, for each share of stock subject to the option immediately prior to the sale of
assets or merger, the consideration (whether stock, cash or other securities or property)
received in the sale of assets or merger by holders of Common Stock for each share of Common
Stock held on the effective date of the transaction (and if such holders were offered a
choice of consideration, the type of consideration chosen by the holders of a majority of
the outstanding shares of Common Stock); provided, however, that if such consideration
received in the sale of assets or merger was not solely common stock of the successor
corporation or its parent (as defined in Section 424(e) of the Code), the Board may, with
the consent of the successor corporation and the participant, provide for the consideration
to be received upon exercise of 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 and the sale of assets or merger.




          The Board may, if it so determines in the exercise of its sole discretion, also make
provision for adjusting the Reserves, as well as the price per share of Common Stock covered
by each outstanding option, in the event the Company effects one or more reorganizations,
recapitalizations, rights offerings or other increases or reductions of shares of its
outstanding Common Stock, and in the event of the Company being consolidated with or merged
into any other corporation.



     19. Amendment or Termination.




     (a) The Board of Directors of the Company may at any time and for any reason terminate
or amend the Plan. Except as provided in Sections 18 and 19 hereof, no such termination can
affect options previously granted, provided that outstanding and/or future Offering Periods
may be shortened and/or terminated by the Board of Directors at any time. Except as
provided in Section 18 hereof and in the preceding sentence, no amendment may make any
change in any option theretofore granted which adversely affects the rights of any
participant. To the extent necessary to comply with Rule 16b-3 or under Section 423 of the
Code (or any successor rule or provision or any other applicable law or regulation), the
Company shall obtain shareholder approval in such a manner and to such a degree as required.




     (b) Without shareholder consent and without regard to whether any participant rights
may be considered to have been “adversely affected,” the Board (or its committee) shall be
entitled to change the Offering Periods, limit the frequency and/or number of changes in the
amount withheld during an Offering Period, establish the exchange ratio applicable to
amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess
of the amount designated by a participant in order to adjust for delays or mistakes in the
Company’s processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to ensure that
amounts applied toward the purchase of Common Stock for each participant properly correspond
with amounts withheld from the participant’s Compensation, and establish such other
limitations or procedures as the Board (or its committee) determines in its sole discretion
advisable which are consistent with the Plan.



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     (c) In the event the Board (or its committee) determines that the ongoing operation of
the Plan may result in unfavorable financial accounting consequences, the Board (or its
committee) may, in its discretion and, to the extent necessary or desirable, modify or amend
the Plan to reduce or eliminate such accounting consequence including, but not limited to:




     (i) amending the Plan to conform with the safe harbor definition under
Statement of Financial Accounting Standards 123 (revised December 2004), including
with respect to an Offering Period underway at the time;




     (ii) altering the Purchase Price for any Offering Period including an Offering
Period underway at the time of the change in Purchase Price;




     (iii) shortening any Offering Period so that Offering Period ends on a new
Exercise Date, including an Offering Period underway at the time of the Board
action;




     (iv) reducing the maximum percentage of Compensation a Participant may elect to
set aside as payroll deductions;




     (v) reducing the maximum number of Shares a Participant may purchase during any
Offering Period; and




     (vi) allocating shares.



     Such modifications or amendments shall not require shareholder approval or the consent of any
Plan participants.



     20. Notices. All notices or other communications by a participant to the Company
under or in connection with the Plan shall be deemed to have been duly given when received in the
form specified by the Company at the location, or by the person, designated by the Company for the
receipt thereof.



     21. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an
option unless the exercise of such option and the issuance and delivery of such shares pursuant
thereto shall comply with all applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.



          As a condition to the exercise of an option, the Company 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 by any of the
aforementioned applicable provisions of law.




     22. Term of Plan. The Plan became effective on the date on which the Company’s
registration statement on Form S-1 (or any successor form thereof) is declared effective by the
Securities and Exchange Commission. It shall continue in effect until August 2, 2013, unless
sooner terminated under Section 19 hereof.



     23. Additional Restrictions of Rule 16b-3. The terms and conditions of options
granted hereunder to, and the purchase of shares by, persons subject to Section 16 of the Exchange
Act shall comply with the applicable provisions of Rule 16b-3. This Plan shall be deemed to
contain, and such options shall contain, and the shares issued upon exercise thereof shall be
subject to, such additional conditions and restrictions as may be required by Rule 16b-3 to qualify
for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions.



     24. Automatic Transfer to Low Price Offering Period. To the extent permitted by Rule
16b-3 of the Securities Exchange Act of 1934, as amended, if the Fair Market Value of the Common
Stock on any Exercise Date



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in an Offering Period is lower than the Fair Market Value of the Common Stock on the
Enrollment Date of such Offering Period, then all participants in such Offering Period shall be
automatically withdrawn from such Offering Period immediately after the exercise of their options
on such Exercise Date and automatically re-enrolled in the immediately following Offering Period as
of the first day thereof.



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EXHIBIT A




ACTEL CORPORATION




1993 EMPLOYEE STOCK PURCHASE PLAN




SUBSCRIPTION AGREEMENT




	 	 	 	 	 	 	 	 	 
	 

	 	Original Application
	 	 	 	Enrollment Date:	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Change in Payroll Deduction Rate	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 
	 

	 	Change of Beneficiary (or Beneficiaries)	 	 	 	 	 	 
	 


	 	 	 	 	 	 	 	 






     1.                                                                                                                                                                  hereby elects to participate in the
Actel Corporation 1993 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) and
subscribes to purchase shares of the Company’s Common Stock in accordance with this Subscription
Agreement and the Employee Stock Purchase Plan.



     2. I hereby authorize payroll deductions from each paycheck in the amount of                                                              % of my
Compensation on each payday (not to exceed 15%) during the Offering Period in accordance with the
Employee Stock Purchase Plan. (Please note that no fractional percentages are permitted.)



     3. I understand that said payroll deductions shall be accumulated for the purchase of shares
of Common Stock at the applicable Purchase Price determined in accordance with the Employee Stock
Purchase Plan. I understand that if I do not withdraw from an Offering Period, any accumulated
payroll deductions will be used to automatically exercise my option.



     4. I have received a copy of the complete “Actel Corporation 1993 Employee Stock Purchase
Plan.” I understand that my participation in the Employee Stock Purchase Plan is in all respects
subject to the terms of the Plan. I understand that the grant of the option by the Company under
this Subscription Agreement is subject to obtaining shareholder approval of the Employee Stock
Purchase Plan.



     5. Shares purchased for me under the Employee Stock Purchase Plan should be issued in the
name(s) of (Employee or Employee and Spouse
Only):                                                                                                                                                                .



     6. I understand that if I dispose of any shares received by me pursuant to the Plan within 2
years after the Enrollment Date (the first day of the Offering Period during which I purchased such
shares) or one year after the Exercise Date, I will be treated for federal income tax purposes as
having received ordinary income at the time of such disposition in an amount equal to the excess of
the fair market value of the shares at the time such shares were purchased over the price which I
paid for the shares. I hereby agree to notify the Company in writing within 30 days after the
date of any disposition of my shares and I will make adequate provision for Federal, state or other
tax withholding obligations, if any, which arise upon the disposition of the Common Stock. The
Company may, but will not be obligated to, withhold from my compensation the amount necessary to
meet any applicable withholding obligation including any withholding necessary to make available to
the Company any tax deductions or benefits attributable to sale or early disposition of Common
Stock by me. If I dispose of such shares at any time after the expiration of the 2-year and 1-year
holding periods, I understand that I will be treated for federal income tax purposes as having
received income only at the time of such disposition, and that such income will be taxed as
ordinary income only to the extent of an amount equal to the lesser of (1) the excess of the fair
market value of the shares at the time of such disposition over the purchase price which I paid for
the shares, or (2) 15% of the fair market value of the shares on the first day of the Offering
Period. The remainder of the gain, if any, recognized on such disposition will be taxed as capital
gain.



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     7. I hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The
effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the
Employee Stock Purchase Plan.



     8. In the event of my death, I hereby designate the following as my beneficiary to receive all
payments and shares due me under the Employee Stock Purchase Plan (if you wish to designate more
than one beneficiary, execute and deliver copies of this page):



PLEASE PRINT




	 	 	 
	NAME:
	 	 
	 

	 	 





	 	 	 	 	 
	(First)

	 	(Middle)
	 	(Last)






	 	 	 
	 	 	 
	 

	 	 
	 
	 	 
	Relationship
	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	(Address)






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     I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE
OFFERING PERIODS UNLESS TERMINATED BY ME.



	 	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 	 	Signature of Employee
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Spouse’s Signature
	 
	 	 	 	 
	 

	 	 	 	(If beneficiary other than spouse)






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EXHIBIT B




ACTEL CORPORATION




1993 EMPLOYEE STOCK PURCHASE PLAN




NOTICE OF WITHDRAWAL




     The undersigned participant in the Offering Period of the Actel Corporation 1993 Employee
Stock Purchase Plan which began on                                                                                 , 20                                         (the “Enrollment Date”)
hereby notifies the Company that he or she hereby withdraws from the Offering Period. He or she
hereby directs the Company to pay to the undersigned as promptly as practicable all the payroll
deductions credited to his or her account with respect to such Offering Period. The undersigned
understands and agrees that his or her option for such Offering Period will be automatically
terminated. The undersigned understands further that no further payroll deductions will be made
for the purchase of shares in the current Offering Period and the undersigned shall be eligible to
participate in succeeding Offering Periods only by delivering to the Company a new Subscription
Agreement.



	 	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 

	 	(Name and Address of Participant)
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	(Signature)
	 
	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	(Date)







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