Exhibit 10.24(b)






Exhibit 10.24(b)




SYNAPTICS INCORPORATED

2010 INCENTIVE COMPENSATION PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT




1. Grant of Option. SYNAPTICS INCORPORATED (the “Company”) hereby grants, as of the
date of grant (“Date of Grant”) set forth in the attached Notice of Grant of Stock Options attached
hereto and made a part hereof, to the person whose name is set forth in the Notice of Grant of
Stock Options (the “Optionee”) an option (the “Option”) to purchase the total number of shares of
the Company’s Common Stock (the “Shares”) set forth in the Notice of Grant of Stock Options, at the
exercise price per share set forth in the Notice of Grant of Stock Options. The Option shall be
subject to the terms and conditions set forth herein. The Option was issued pursuant to the
Company’s 2010 Incentive Compensation Plan (the “Plan”), which is incorporated herein for all
purposes. The Option is a nonqualified stock option, and not an Incentive Stock Option. The
Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the
terms and conditions hereof and thereof and all applicable laws and regulations.



2. Definitions. Unless otherwise provided herein, terms used herein that are defined
in the Plan and not defined herein shall have the meanings attributed thereto in the Plan.



3. Exercise Schedule. Except as otherwise provided in Sections 6 or 8 of this Option
Agreement, or in the Plan, the Option is exercisable in installments as provided in the Notice of
Grant of Stock Options, which shall be cumulative. To the extent that the Option has become
exercisable with respect to a percentage of Shares as provided in the Notice of Grant of Stock
Options, the Option may thereafter be exercised by the Optionee, in whole or in part, at any time
or from time to time prior to the expiration of the Option as provided herein. The Notice of Grant
of Stock Options table indicates each date (the “Vesting Date”) upon which the Optionee shall be
entitled to exercise the Option with respect to the number of Shares granted as indicated beside
the date, provided that the Continuous Service of the Optionee continues through and on the
applicable Vesting Date. Except as otherwise specifically provided herein, there shall be no
proportionate or partial vesting in the periods prior to each Vesting Date, and all vesting shall
occur only on the appropriate Vesting Date. Upon the termination of an Optionee’s Continuous
Service, any unvested portion of the Option shall terminate and be null and void.



4. Method of Exercise. The vested portion of this Option shall be exercisable in
whole or in part in accordance with the exercise schedule set forth in the Notice of Grant of Stock
Options by written notice, which shall state the election to exercise the Option, the number of
Shares in respect of which the Option is being exercised, and such other representations and
agreements as to the holder’s investment intent with respect to such Shares as may be required by
the Company pursuant to the provisions of the Plan. Such written notice shall be signed by the
Optionee and shall be delivered in person or by certified mail to the Secretary of the Company.
The written notice shall be accompanied by payment of the exercise price. This Option shall be
deemed to be exercised after both (a) receipt by the Company of such written
notice accompanied by the exercise price and (b) arrangements that are satisfactory to the
Committee in its sole discretion have been made for Optionee’s payment to the Company of the amount
that is necessary to be withheld in accordance with applicable Federal or state withholding
requirements. No Shares will be issued pursuant to the Option unless and until such issuance and
such exercise shall comply with all relevant provisions of applicable law, including the
requirements of any stock exchange upon which the Shares then may be traded.


 


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5. Method of Payment. Payment of the exercise price shall be by any of the following,
or a combination thereof, at the election of the Optionee: (a) cash, (b) check, or (c) such other
consideration or in such other manner as may be determined by the Committee in its absolute
discretion.



6. Termination of Option.



(a) Any unexercised portion of the Option shall automatically and without notice terminate and
become null and void at the time of the earliest to occur of:



(i) three months after the date on which the Optionee’s Continuous Service is terminated other
than by reason of (A) Cause, (B) a mental or physical disability (within the meaning of Internal
Revenue Code Section 22(e)) of the Optionee as determined by a medical doctor satisfactory to the
Committee, or (C) the death of the Optionee;



(ii) immediately upon the termination of the Optionee’s Continuous Service for Cause;



(iii) twelve months after the date on which the Optionee’s Continuous Service is terminated by
reason of a mental or physical disability (within the meaning of Section 22(e) of the Code) as
determined by a medical doctor satisfactory to the Committee;



(iv) (A) twelve months after the date of termination of the Optionee’s Continuous Service by
reason of the death of the Optionee, or , if later, (B) three months after the date on which the
Optionee shall die if such death shall occur during the one year period specified in Subsection
6(a)(iii) hereof; or



(v) the seventh anniversary of the date as of which the Option is granted.



(b) To the extent not previously exercised, (i) the Option shall terminate immediately in the
event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger,
consolidation, or other form of corporate transaction in which the Company does not survive or the
shares of Stock are converted into or exchanged for securities issued by another entity, unless the
successor or acquiring entity, or an affiliate of such successor or acquiring entity, assumes the
Option or substitutes an equivalent option or right pursuant to Section 10(c) of the Plan, and (ii)
the Committee in its sole discretion may by written notice (“cancellation notice”) cancel,
effective upon the consummation of any Corporate Transaction described in Subsection 9(b)(i) of the
Plan in which the Company does survive, the Option (or
portion thereof) that remains unexercised on such date. The Committee shall give written
notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time
prior to the closing date for such transaction (which notice may be given either before or after
approval of such transaction), in order that the Optionee may have a reasonable period of time
prior to the closing date of such transaction within which to exercise the Option if and to the
extent that it then is exercisable (including any portion of the Option that may become exercisable
upon the closing date of such transaction). The Optionee may condition his exercise of the Option
upon the consummation of a transaction referred to in this Section 6(b).


 


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7. Transferability



(a) General. Except as provided herein, a Participant may not assign, sell, transfer,
or otherwise encumber or subject to any lien any Award or other right or interest granted under
this Plan, in whole or in part, including any Award or right which constitutes a derivative
security as generally defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as
amended,, other than by will or by operation of the laws of descent and distribution, and such
Awards or rights that may be exercisable shall be exercised during the lifetime of the Participant
only by the Participant or his or her guardian or legal representative.



(b) Permitted Transfer of Option. The Committee, in its sole discretion, may permit
the transfer of an Option granted under this Option Agreement as follows: (A) by gift to a member
of the Participant’s Immediate Family or (B) by transfer by instrument to a trust providing that
the Option is to be passed to beneficiaries upon death of the Optionee. For purposes of this
Section 7(b), “Immediate Family” shall mean the Optionee’s spouse (including a former spouse
subject to terms of a domestic relations order), child, stepchild, grandchild, child-in-law;
parent, stepparent, grandparent, parent-in-law; sibling, and sibling-in-law, and shall include
adoptive relationships. If a determination is made by counsel for the Company that the
restrictions contained in this Section 7(b) are not required by applicable federal or state
securities laws under the circumstances, then the Committee, in its sole discretion, may permit the
transfer of Options granted under this Option Agreement to one or more Beneficiaries or other
transferees during the lifetime of the Participant, which may be exercised by such transferees in
accordance with the terms of this Option Agreement, but only if and to the extent permitted by the
Committee pursuant to the express terms of this Option Agreement (subject to any terms and
conditions which the Committee may impose thereon, and further subject to any prohibitions and
restrictions on such transfers pursuant to Rule 16b-3). A Beneficiary, transferee, or other person
claiming any rights under the Plan from or through any Participant shall be subject to all terms
and conditions of the Plan and any Award agreement applicable to such Participant, except as
otherwise determined by the Committee, and to any additional terms and conditions deemed necessary
or appropriate by the Committee.



8. Acceleration of Exercisability of Option.



[Optional] (a) [This Option shall become exercisable to the extent set forth in an employment,
compensation, or severance agreement with or from the Company in the event that, prior to the
termination of the Option pursuant to Section 6 hereof, (i) there is a “Change in Control,” as
defined in such agreements, that occurs while the Optionee is employed by the
Company or any of its subsidiaries, (ii) the Committee exercises its discretion to provide a
cancellation notice with respect to the Option pursuant to Section 6(b)(ii) hereof, or (iii) the
Option is terminated pursuant to Section 6(b)(i) hereof.]




 


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[Alternate] (a) [This Option shall become exercisable to the extent set forth in (b) below in the
event that, prior to the termination of the Option pursuant to Section 6 hereof, (i) there is a
“Change in Control,” as defined in (b) below, that occurs while the Optionee is employed by the
Company or any of its subsidiaries, (ii) the Committee exercises its discretion to provide a
cancellation notice with respect to the Option pursuant to Section 6(b)(ii) hereof, or (iii) the
Option is terminated pursuant to Section 6(b)(i) hereof.




(b) Individual Change of Control Provisions]



9. No Rights of Stockholders. Neither the Optionee nor any personal representative
(or beneficiary) shall be, or shall have any of the rights and privileges of, a stockholder of the
Company with respect to any shares of Stock purchasable or issuable upon the exercise of the
Option, in whole or in part, prior to the date of exercise of the Option.



10. Market Stand-Off Agreement. At the request of the Company or the underwriters
managing any underwritten offering of the Company’s securities, the Optionee agrees not to sell,
make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any
shares of Stock (other than those included in the registration) acquired pursuant to the exercise
of the Option, without the prior written consent of the Company or such underwriters, as the case
may be, for such period of time (not to exceed 180 days) from the effective date of such
registration as may be requested by the Company or such managing underwriters.



11. No Right to Continued Employment. Neither the Option nor this Option Agreement
shall confer upon the Optionee any right to continued employment or service with the Company.



12. Law Governing. Optionee acknowledges and agrees that the vesting of shares
pursuant to the Option granted is earned only by continuing employment or consultancy at the will
of the Company (not through the act of being hired, being granted this Option or acquiring shares
hereunder). Optionee further acknowledges and agrees that nothing in this Option Agreement, nor in
the Plan, shall confer upon Optionee any right with respect to continuation of employment or
consultancy by the Company, nor shall it interfere in any way with Optionee’s right or the
Company’s right to terminate Optionee’s employment or consultancy at any time, with or without
Cause.



13. Interpretation / Provisions of Plan Control. This Option Agreement is subject to
all the terms, conditions and provisions of the Plan, including, without limitation, the amendment
provisions thereof, and to such rules, regulations and interpretations relating to the Plan adopted
by the Committee as may be in effect from time to time. If and to the extent that this Option
Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the
Plan shall control, and this Option Agreement shall be deemed to be modified accordingly. The
Optionee accepts the Option subject to all the terms and provisions of the Plan and this Option
Agreement. The undersigned Optionee hereby accepts as binding, conclusive, and final all
decisions or interpretations of the Committee upon any questions arising under the Plan and this
Option Agreement.


 


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14. Notices. Any notice under this Option Agreement shall be in writing and shall be
deemed to have been duly given when delivered personally or when deposited in the United States
mail, registered, postage prepaid, and addressed, in the case of the Company, to the Company’s
Secretary at:



Synaptics Incorporated

3120 Scott Boulevard

Santa Clara, California 95054




or if the Company should move its principal office, to such principal office, and, in the case of
the Optionee, to the Optionee’s last permanent address as shown on the Company’s records, subject
to the right of either party to designate some other address at any time hereafter in a notice
satisfying the requirements of this Section.




15. Tax Consequences. Set forth below is a brief summary as of the date of this
Option of some of the federal tax consequences of exercise of this Option and disposition of the
Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE
SHARES.



(a) Exercise of Option. There may be a regular federal income tax liability upon the
exercise of the Option. The Optionee will be treated as having received compensation income
(taxable at ordinary income tax rates) equal to the excess, if any, of the fair market value of the
Shares on the date of exercise over the exercise price. If Optionee is an employee, the Company
will be required to withhold from Optionee’s compensation or collect from Optionee and pay to the
applicable taxing authorities an amount equal to a percentage of this compensation income at the
time of exercise.



(b) Disposition of Shares. If Shares are held for at least one year, any gain
realized on disposition of the Shares will be treated as long-term capital gain for federal income
tax purposes.



The foregoing discussion assumes that, and only is applicable if, the fair market value of the
Shares as of the date on which the Option is granted is not significantly less than the exercise
price. The Company believes that it has made a good faith effort to determine the fair market
value of the Shares and does not believe that the exercise price is significantly less than the
fair market value of the Shares on the Date of Grant. No assurances can be given, however, that
the Internal Revenue Service would not take a contrary position. It is possible that if the fair
market value is determined to be significantly greater than the exercise price, the Internal
Revenue Service may take the position that the Option is not in effect a stock option but should be
treated as a restricted stock for tax purposes. The Optionee should consult with his or her own
tax advisors as to whether any action should be taken to minimize these risks.



16. Execution. This Option Agreement is executed by the parties hereto on the Notice
of Grant of Stock Options, which is attached hereto and made a part hereof.



 


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