Exhibit 10.24(c)






Exhibit 10.24(c)




SYNAPTICS INCORPORATED

2010 INCENTIVE COMPENSATION PLAN

INCENTIVE STOCK OPTION AGREEMENT




1. Grant of Option. SYNAPTICS INCORPORATED (the “Company”) hereby grants, as of the
date of grant (the “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 an Incentive Stock Option, and not a nonqualified 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 10 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, if any, 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 the following:



(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. The Option is not transferable otherwise than by will or the laws
of descent and distribution, and during the lifetime of the Optionee the Option shall be
exercisable only by the Optionee. The terms of this Option shall be binding upon the executors,
administrators, heirs, successors, and assigns of the Optionee.



8. 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.



9. 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.



10. 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.]




[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]



11. No Right to Continued Employment. 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.


 


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12. Law Governing. This Option Agreement shall be governed in accordance with and
governed by the internal laws of the state of Delaware.



13. Incentive Stock Option Treatment. The terms of this Option shall be interpreted
in a manner consistent with the intent of the Company and the Optionee that the Option qualify as
an Incentive Stock Option under Section 422 of the Code. If any provision of the Plan or this
Option Agreement shall be impermissible in order for the Option to qualify as an Incentive Stock
Option, then the Option shall be construed and enforced as if such provision had never been
included in the Plan or the Option. If and to the extent that the number of Options granted
pursuant to this Option Agreement exceeds the limitations contained in Section 4(c) of the Plan or
the value of Shares with respect to which this Option may qualify as an Incentive Stock Option,
this Option shall be a Non-Qualified Stock Option.



14. 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.



15. 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.



 


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16. 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 will be no regular federal income tax liability upon
the exercise of the Option, although the excess, if any, of the fair market value of the Shares on
the date of exercise over the exercise price will be treated as an adjustment to the alternative
minimum tax for federal tax purposes and may subject the Optionee to the alternative minimum tax in
the year of exercise.



(b) Disposition of Shares. If Shares transferred pursuant to the Option are held for
at least one year after exercise and are disposed of at least two years after the date of grant,
any gain realized on disposition of the Shares will also be treated as long-term capital gain for
federal income tax purposes. If Shares purchased under an Option are disposed of within such
one-year period or within two years after the Date of Grant, any gain realized on such disposition
will be treated as compensation income (taxable at ordinary income rates) to the extent of the
difference between the exercise price and the lesser of (1) the fair market value of the Shares on
the date of exercise, or (2) the sale price of the Shares.



(c) Notice of Disqualifying Disposition of Option Shares. If Optionee sells or
otherwise disposes of any of the Shares acquired pursuant to the Option on or before the later of
(1) the date two years after the date of grant, or (2) the date one year after the date of
exercise, the Optionee shall immediately notify the Company in writing of such disposition.
Optionee agrees that Optionee may be subject to the income tax withholding by the Company on the
compensation income recognized by the Optionee from the early disposition by payment in cash or out
of the current earnings paid to the Optionee.



If and to the extent that the number of Options granted hereunder exceeds the limitations
contained in Section 4(c) of the Plan or the value of Shares with respect to which this Option may
qualify as an Incentive Stock Option, this Option shall be a Non-Qualified Stock Option. The
holder of a Non-Qualified Stock Option will be treated as having received compensation income
(taxable at ordinary income tax rates) at the time the Option is exercised equal to the excess, if
any, of the fair market value of the shares of Stock on the date of exercise over the exercise
price. If the shares of Stock transferred pursuant to the Non-Qualified Stock Option are held for
at least one year after the Option is exercised, any gain realized on disposition of the shares of
Stock 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 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 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, or that the Internal Revenue Service would not treat
the Option as an Incentive Stock Option for some other reason. If the exercise price is determined
to
be less than the fair market value of a Share on the Date of Grant, then the Option may be
taxable as a Non-Qualified Stock Option. It is also 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.



17. 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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