exv10w1



 



EXHIBIT 10.1



ALTERA CORPORATION



1987 EMPLOYEE STOCK PURCHASE PLAN



(as amended and restated May, 2003)


     The following constitute the provisions of the 1987 Employee Stock
Purchase Plan, as amended and restated May, 2003, of Altera 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 Internal Revenue Code. The provisions
of the Plan, accordingly, shall be construed so as to extend and limit
participation in a uniform and nondiscriminatory basis consistent with the
requirements of Section 423.


     2.     Definitions.



		
	 	     (a) “Administrator” shall mean the Board or any Committee designated by
the Board to administer the plan pursuant to Section 15 of the Plan.




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




		
	 	     (c) “Change of Control” shall mean the occurrence of any of the following
events:




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




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




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




		
	 	     (iv) A change in the composition of the Board, as a result of which fewer
than a majority of the Directors are Incumbent Directors. “Incumbent
Directors” shall mean Directors who either (A) are Directors of the Company, as
applicable, as of the date hereof, or (B) are elected, or nominated for
election, to the Board with the affirmative votes of at least a



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	 	majority of those Directors whose election or nomination was not in
connection with any transaction described in subsections (i), (ii) or (iii) or
in connection with an actual or threatened proxy contest relating to the
election of directors of the Company.




		
	 	     (d) “Code” shall mean the Internal Revenue Code of 1986, as amended.
	 
	 	     (e) “Committee” means a committee of the Board appointed by the Board in
accordance with Section 15 hereof.
	 
	 	     (f) “Common Stock” shall mean the common stock of the Company.
	 
	 	     (g) “Company” shall mean Altera Corporation, a Delaware corporation.
	 
	 	     (h) “Compensation” shall mean all base straight time gross earnings, sales
commissions and sales incentives, but exclusive of payments for overtime, shift
premiums, other incentive payments, bonuses or other compensation.
	 
	 	     (i) “Designated Subsidiary” shall mean any Subsidiary selected by the
Administrator as eligible to participate in the Plan.
	 
	 	     (j) “Eligible Employee” shall mean any individual who is a common law
employee of the Company or any Designated Subsidiary and whose customary
employment with the Company or Designated Subsidiary is 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 individual shall be deemed to have withdrawn from the Plan on
the 91st day of such leave.
	 
	 	     (k) “Exercise Date” shall mean the Trading Day on or before April 30th and
October 31st of each year.
	 
	 	     (l) “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 Nasdaq National Market
or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value
shall be the closing sales price for such stock (or the closing bid, if no
sales were reported) as quoted on such exchange or system on the date of
determination, as reported in The Wall Street Journal or such other source as
the Board deems reliable;
	 
	 	     (ii) If the Common Stock is regularly quoted by a recognized securities
dealer but selling prices are not reported, its Fair Market Value shall be the
mean of the closing bid and asked prices for the Common Stock on the date of
determination, as reported in The Wall Street Journal or such other source as
the Board deems reliable;



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	 	     (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; or
	 
	 	     (iv) For purposes of the Offering Date of the first Offering Period under
the Plan, the Fair Market Value shall be the initial price to the public as set
forth in the final prospectus included within the registration statement in
Form S-1 filed with the Securities and Exchange Commission for the initial
public offering of the Company’s Common Stock (the “Registration Statement”).




		
	 	     (m) “Offering Date” shall mean the first Trading Day of each Offering
Period.
	 
	 	     (n) “Offering Periods” shall mean the periods of approximately twelve (12)
months during which an option granted pursuant to the Plan may be exercised,
usually commencing on the first Trading Day on or after May 1st and November
1st of each year and terminating on the Trading Day on or before April 30th and
October 31st. The duration and timing of Offering Periods may be changed
pursuant to Section 4 of this Plan.
	 
	 	     (o) “Plan” shall mean this Employee Stock Purchase Plan.
	 
	 	     (p) “Purchase Period” shall mean the approximately six (6) month period
commencing on one Exercise Date and ending with the next Exercise Date, except
that the first Purchase Period of any Offering Period shall commence on the
Offering Date and end with the next Exercise Date.
	 
	 	     (q) “Purchase Price” shall mean 85% of the Fair Market Value of a share of
Common Stock on the Offering Date or on the Exercise Date, whichever is lower;
provided however, that the Purchase Price may be adjusted by the Administrator
pursuant to Section 20.
	 
	 	     (r) “Subsidiary” shall mean a “subsidiary corporation,” whether now or
hereafter existing, as defined in Section 424(f) of the Code.
	 
	 	     (s) “Trading Day” shall mean a day on which national stock exchanges and
the Nasdaq System are open for trading.



     3.     Eligibility.



		
	 	     (a) Subsequent Offering Periods. Any Eligible Employee on a given
Offering Date shall be eligible to participate in the Plan.




		
	 	     (b) Limitations. Any provisions of the Plan to the contrary
notwithstanding, no Eligible Employee shall be granted an option under the Plan
(i) to the extent that, immediately after the grant, such Eligible Employee (or
any other person whose stock would be attributed to such Eligible 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) to the extent that
his or her rights to purchase stock under all employee stock purchase plans of
the Company and its subsidiaries accrues at a rate that



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	 	exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock (determined
at the Fair Market Value of the shares 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,
overlapping Offering Periods with a new Offering Period commencing on the first
Trading Day on or after May 1st and November 1st each year, or on such other
date as the Board shall determine, and continuing thereafter until terminated
in accordance with Section 21 hereof. 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 prior to the scheduled beginning of the first Offering Period to be
affected thereafter.


     5.     Subsequent Offering Periods. 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 Stock Administration Department prior to the applicable Offering
Date.


     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 10% of the Compensation that he or
she receives on each pay day during the Offering Period; provided, however,
that should a pay day occur on an Exercise Date, a participant shall have the
payroll deductions made on such day applied to his or her account under the new
Offering Period or Purchase Period, as the case may be. A participant’s
subscription agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 11 hereof.
	 
	 	     (b) Payroll deductions for a participant shall commence on the first
payday following the Offering Date and shall end on the last payday in the
Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 11 hereof.
	 
	 	     (c) All payroll deductions made for a participant shall be credited to his
or her account under the Plan and shall be withheld in whole percentages only.
A participant may not make any additional payments into such account.
	 
	 	     (d) A participant may discontinue his or her participation in the Plan as
provided in Section 11 hereof, or decrease the rate of his or her payroll
deductions during the Offering Period by completing or filing with the Company
a new subscription agreement authorizing a change in payroll deduction rate. A
participant may increase his or her rate of payroll deductions only for a
subsequent Offering Period in which he or she is scheduled to participate and
may not increase his or her rate of payroll deductions during an outstanding
Offering Period in which such participant is currently participating. The
Administrator may, in its discretion, limit the nature and/or number of
participation rate changes during any Offering Period. Any decrease in rate
shall be effective fifteen (15) days following the Company’s receipt of the
notification.



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	 	     (e) Notwithstanding the foregoing, to the extent necessary to comply with
Section 423(b)(8) of the Code and Section 3(b) hereof, the Administrator may
decrease a participant’s payroll deductions to zero percent (0%) at any time
during a Purchase Period. Payroll deductions shall recommence at the rate
provided in such participant’s subscription agreement at the beginning of the
first Purchase Period that is scheduled to end in the following calendar year,
unless terminated by the participant as provided in Section 11 hereof.
	 
	 	     (f) 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 shall 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 Eligible Employee.



     7.     Grant of Option. On the Offering Date of each Offering Period, each
Eligible Employee participating in such Offering Period shall be granted an
option to purchase on each Exercise Date during such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company’s Common
Stock determined by dividing such Eligible 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
in no event shall an Eligible Employee be permitted to purchase during each
Purchase Period more than 10,000 shares of the Company’s Common Stock (subject
to any adjustment pursuant to Section 20 hereof), and provided further that
such purchase shall be subject to the limitations set forth in Section 3(b) and
other sections of the Plan that may limit such number. The Eligible Employee
may accept the grant of such option by turning in a completed Subscription
Agreement to the Company on or prior to an Offering Date. The Administrator
may, for future Offering Periods, increase or decrease, in its absolute
discretion, the maximum number of shares of the Company’s Common Stock an
Eligible Employee may purchase during each Purchase Period of such Offering
Period. Exercise of the option shall occur as provided in Section 9 hereof,
unless the participant has withdrawn pursuant to Section 11 hereof. The option
shall expire on the last day of the Offering Period.


     8.     Automatic Transfer to Low Price Offering Period. To the extent
permitted by any applicable laws, regulations, or stock exchange rules, if the
Fair Market Value of the Common Stock on any Exercise Date in an Offering
Period is lower than the Fair Market Value of the Common Stock on the Offering
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 option on such Exercise Date and automatically
re-enrolled in the immediately following Offering Period.


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     9.     Exercise of Option.



		
	 	     (a) Unless a participant withdraws from the Plan as provided in Section 11
hereof, his or her option for the purchase of shares shall be exercised
automatically on the Exercise Date, and the maximum number of full shares
subject to 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 shall be purchased; any payroll deductions accumulated in
a participant’s account that are not sufficient to purchase a full share shall
be retained in the participant’s account for the subsequent Purchase Period or
Offering Period, subject to earlier withdrawal by the participant as provided
in Section 11 hereof. Any other funds 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.
	 
	 	     (b) If the Administrator determines that, on a given Exercise Date, the
number of shares with respect to which options are to be exercised may exceed
(i) the number of shares of Common Stock that were available for sale under the
Plan on the Offering Date of the applicable Offering Period, or (ii) the number
of shares available for sale under the Plan on such Exercise Date, the
Administrator may in its sole discretion (1) provide that the Company shall
make a pro rata allocation of the shares of Common Stock available for purchase
on such Offering Date or Exercise Date, as applicable, in as uniform a manner
as shall be practicable and as it shall determine in its sole discretion to be
equitable among all participants exercising options to purchase Common Stock on
such Exercise Date, and continue all Offering Periods then in effect, or (2)
provide that the Company shall make a pro rata allocation of the shares
available for purchase on such Offering Date or Exercise Date, as applicable,
in as uniform a manner as shall be practicable and as it shall determine in its
sole discretion to be equitable among all participants exercising options to
purchase Common Stock on such Exercise Date, and terminate any or all Offering
Periods then in effect pursuant to Section 21 hereof. The Company may make pro
rata allocation of the shares available on the Offering Date of any applicable
Offering Period pursuant to the preceding sentence, notwithstanding any
authorization of additional shares for issuance under the Plan by the Company’s
shareholders subsequent to such Offering Date.



     10.     Delivery. As soon as reasonably practicable after each Exercise Date
on which a purchase of shares occurs, the Company shall arrange the delivery to
each participant the shares purchased upon exercise of his or her option in a
form determined by the Administrator.


     11.     Withdrawal.



		
	 	     (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.
All of the participant’s payroll deductions credited to his or her account
shall be paid to such participant promptly after receipt of notice of
withdrawal and such participant’s option for the Offering Period shall be
automatically terminated, and no further payroll deductions for the purchase of
shares shall be made for such Offering Period. If a participant withdraws from
an Offering Period, payroll deductions shall not



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	 	resume at the beginning of the succeeding Offering Period unless the
participant delivers to the Company a new Subscription Agreement.




		
	 	     (b) A participant’s withdrawal from an Offering Period shall not have any
effect upon his or her eligibility to participate in any similar plan that may
hereafter be adopted by the Company or in succeeding Offering Periods that
commence after the termination of the Offering Period from which the
participant withdraws.



     12.     Termination of Employment. In the event a participant ceases to be an
Eligible Employee prior to the Exercise Date of the Offering Period in question
for any reason, including retirement or death, the payroll deductions credited
to the participant’s account will be returned to the participant, or in the
case of the participant’s death, to the person or persons entitled thereto
pursuant to Section 16 of the Plan, and the participant’s option will
automatically terminate.


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


     14.     Stock.



		
	 	     (a) Subject to adjustment upon changes in capitalization of the Company as
provided in Section 20 hereof, the maximum number of shares of the Company’s
Common Stock that shall be made available for sale under the Plan shall be
17,700,000.




		
	 	     (b) Until the shares are issued (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the
Company), a participant shall only have the rights of an unsecured creditor
with respect to such shares, and no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to such shares.




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



     15.     Administration. The Administrator shall administer the Plan and 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 Administrator shall, to the full extent permitted by
law, be final and binding upon all parties.


     16.     Designation of Beneficiary.



		
	 	     (a) Unless otherwise prohibited by applicable law, 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



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	 	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.




		
	 	     (c) All beneficiary designations shall be in such form and manner as the
Administrator may designate from time to time.



     17.     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 16 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 11 hereof.


     18.     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. Until
shares are issued, participants shall only have the rights of an unsecured
creditor.


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


     20.     Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
Merger or Change of Control.



		
	 	     (a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the maximum number of shares of the Company’s
Common Stock that shall be made available for sale under the Plan, the maximum
number of shares each participant may purchase each Purchase Period (pursuant
to Section 7), as well as the price per share and the number of shares of
Common Stock covered by each option under the Plan that have 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 change 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



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	 	have been “effected without receipt of consideration.” Such adjustment
shall be made by the Administrator, 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 Period then in progress shall be
shortened by setting a new Exercise Date (the “New Exercise Date”), and shall
terminate immediately prior to the consummation of such proposed dissolution or
liquidation, unless provided otherwise by the Administrator. The New Exercise
Date shall be before the date of the Company’s proposed dissolution or
liquidation. The Administrator shall notify each participant in writing, at
least ten (10) business days prior to the New Exercise Date, that the Exercise
Date for the participant’s option has been changed to the New Exercise Date and
that the participant’s option shall be exercised automatically on the New
Exercise Date, unless prior to such date the participant has withdrawn from the
Offering Period as provided in Section 11 hereof.




		
	 	     (c) Merger or Change of Control. In the event of a merger or Change of
Control, each outstanding option shall be assumed or an equivalent option
substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation. In the event that the successor corporation refuses to
assume or substitute for the option, any Purchase Periods then in progress
shall be shortened by setting a New Exercise Date and any Offering Periods then
in progress shall end on the New Exercise Date. The New Exercise Date shall be
before the date of the Company’s proposed merger or Change of Control. The
Administrator shall notify each participant in writing, at least ten (10)
business days prior to the New Exercise Date, that the Exercise Date for the
participant’s option has been changed to the New Exercise Date and that the
participant’s option shall be exercised automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering
Period as provided in Section 11 hereof.



     21.     Amendment or Termination.



		
	 	     (a) The Administrator may at any time and for any reason terminate or
amend the Plan. Except as otherwise provided in the Plan, no such termination
can affect options previously granted, provided that an Offering Period may be
terminated by the Administrator on any Exercise Date if the Administrator
determines that the termination of the Offering Period or the Plan is in the
best interests of the Company and its shareholders. Except as provided in
Section 20 and this Section 21 hereof, 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 Section 423 of the Code
(or any successor rule or provision or any other applicable law, regulation or
stock exchange rule), 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
Administrator shall be entitled to



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	 	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 Administrator determines
in its sole discretion advisable which are consistent with the Plan.




		
	 	     (c) In the event the Administrator determines that the ongoing operation
of the Plan may result in unfavorable financial accounting consequences, the
Board 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) increasing the Purchase Price for any Offering Period, including an
Offering Period underway at the time of the change in Purchase Price;




		
	 	     (ii) 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; and




		
	 	     (iii) allocating shares.



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


     22.     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 and manner specified by the Company at the
location, or by the person, designated by the Company for the receipt thereof.


     23.     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 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.


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     24.     Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
shareholders of the Company. It shall continue in effect until terminated
under Section 21 hereof.



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ALTERA CORPORATION

1987 EMPLOYEE STOCK PURCHASE PLAN

SUBSCRIPTION AGREEMENT

U.S. EMPLOYEES




	 	 	 
	Name:

Employee ID:

Location:

Election:

Enrollment Date:

Direct Deposit Election:

Date:
	 	
 
 

USA

Original
Application

01-May-2003

Smith Barney

8-Aug-03



All capitalized terms not defined herein shall have the meanings ascribed to
them in the “Altera Corporation 1987 Employee Stock Purchase Plan.”



	1.	 	I hereby elect to participate in the Altera Corporation 1987 Employee
Stock Purchase Plan, as amended (the “Stock Purchase Plan”), and subscribe
to purchase shares of the Company’s Common Stock, par value $0.001 per
share, in accordance with this Subscription Agreement and the Stock
Purchase Plan.
	 
	2.	 	I hereby authorize payroll deductions from each paycheck in an amount
equal to 1% (not to exceed 10%) of my Compensation on each payday during
the Offering Period in accordance with the Stock Purchase Plan.
	 
	3.	 	I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock, par value $0.001 per share, at the
applicable purchase price determined in accordance with the Stock Purchase
Plan. I further understand that, except as otherwise set forth in the
Stock Purchase Plan, shares will be purchased for me automatically on the
Exercise Date of the Offering Period unless I otherwise withdraw from the
Stock Purchase Plan by giving written notice to the Company for such
purpose.
	 
	4.	 	I have received a copy of the Company’s most recent prospectus, which
describes the Stock Purchase Plan, and a copy of the complete “Altera
Corporation 1987 Employee Stock Purchase Plan.” I understand that my
participation in the Stock Purchase Plan is in all respects subject to the
terms of the Plan.
	 
	5.	 	I hereby agree to be bound by the terms of the Stock Purchase Plan. The
effectiveness of this Subscription Agreement is dependent upon my
eligibility to participate in the Stock Purchase Plan.




	 	 	 
	
	 	


	Employee Signature	 	
Date