exv10w2



 






Exhibit 10.2




CIRRUS LOGIC, INC.




FIFTH AMENDED AND RESTATED 1989 EMPLOYEE STOCK PURCHASE PLAN




(Restated as of December 8, 2000)




(As Amended July 25, 2001, July 24, 2002, July 31, 2003, and September 21, 2005)




     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 of 1986, as amended.
The provisions of the Plan shall, accordingly, be construed so as to extend and limit participation
in a manner consistent with the requirements of that section of the Code.



          All share numbers in this Restatement reflect the 2-for-1 stock split effected July 18, 1995.



     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, $0.001 par value, of the Company.



          (d) “Company” shall mean Cirrus Logic, Inc., a Delaware corporation.



          (e) “Compensation” shall mean annual base salary, and not including payments for
overtime, incentive payments, bonuses and commissions.



          (f) “Continuous Status as an Employee” shall mean the absence of any interruption or
termination of service as an Employee. Continuous Status as an Employee shall not be considered
interrupted in the case of a leave of absence agreed to in writing by the Company, provided that
such leave is for a period of not more than ninety (90) days or reemployment upon the expiration of
such leave is guaranteed by contract or statute.



          (g) “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.



          (h) “Employee” shall mean any person, including an officer, who is customarily
employed for at least twenty (20) hours per week and more than five (5) months in a calendar year
by the Company or one of its Designated Subsidiaries.



 









 





          (i) “Exercise Date” shall mean the last day of each offering period of the Plan.



          (j) “Offering Date” shall mean the first day of each offering period of the Plan.



          (k) “Offering Period” shall have the meaning set forth in Section 4 of the Plan.



          (l) “Plan” shall mean this Amended 1989 Employee Stock Purchase Plan.



          (m) “Subscription Agreement” shall have the meaning set forth in Section 5 of the
Plan.



          (n) “Subsidiary” shall mean a corporation, domestic or foreign, of which not less than
fifty percent (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.



     3. Eligibility.



          (a) Any person who is an Employee as of the Offering Date of the first offering period shall
be eligible to participate in such offering period under the Plan; thereafter, any person who is an
Employee fifteen (15) days prior to the Offering Date of a given offering period shall be eligible
to participate in such offering period under the Plan. The eligibility criteria set forth in this
paragraph 3(a) is subject to the requirements of paragraph 5(a) and the limitations imposed by
Section 423(b) of the Code.



          (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 425(d) of the Code) would own
stock and/or hold outstanding options to purchase stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Company or of any subsidiary of
the Company, or (ii) which permits his rights to purchase stock under all employee stock purchase
plans (described in Section 423 of the Code) 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 one offering during each
six-month period of the Plan. The first offering period commenced on the effective date of the
Company’s initial public offering pursuant to a Registration Statement filed with the Securities
and Exchange Commission and terminated on December 31, 1989. Subsequent offering periods shall
continue until the Plan is terminated in accordance with paragraph 19 hereof. The Board of
Directors of the Company shall have the power to change the duration of offering periods with
respect to future offerings without stockholder approval if such change is announced at least
fifteen (15) days prior to the scheduled beginning of the first offering period to be affected.



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     5. Participation.



          (a) An eligible Employee may become a participant in the Plan by completing a subscription
agreement authorizing payroll deduction on the form provided by the Company (the “Subscription
Agreement”) and filing it with the Company’s payroll office fifteen (15) days prior to the
applicable Offering Date, unless a later time for filing the Subscription Agreement is set by the
Board for all eligible Employees with respect to a given offering.



          (b) Payroll deductions for a participant shall commence on the first payroll following the
Offering Date and shall end on the Exercise Date of the offering to which such Subscription
Agreement is applicable, unless sooner terminated by the participant as provided in paragraph 10.



     6. Payroll Deductions.



          (a) At the time a participant files his Subscription Agreement, he shall elect to have payroll
deductions made on each payday during the offering period in an amount which is a minimum of two
percent (2%) and a maximum of ten percent (10%) of the Compensation which he received on the payday
immediately preceding the Offering Date, and the aggregate of such payroll deductions during the
offering period shall be a minimum of two percent (2%) and a maximum of ten percent (10%) of his
aggregate Compensation during said offering period, unless the Board determines otherwise in a
manner applicable uniformly to all of the participants of the Plan. The payroll deductions that a
participant may elect shall only be made in whole percentages of the participant’s Compensation.



          (b) All payroll deductions made by a participant shall be credited to his account under the
Plan. A participant may not make any additional payments into such account.



          (c) A participant may discontinue his participation in the Plan as provided in paragraph 10,
or may lower, but not increase, the rate of his payroll deductions during the offering period by
completing or filing with the Company a new Subscription Agreement. The change in rate effected by
the new Subscription Agreement shall be effective fifteen (15) days following the Company’s receipt
of such agreement.



     7. Grant of Option.



          (a) On the Offering Date of each offering period, each eligible Employee participating in the
Plan shall be granted an option to purchase (at the per share option price) up to a number of
shares of the Company’s Common Stock determined by dividing such Employee’s payroll deductions to
be accumulated during such offering period (not to exceed an amount equal to ten percent (10%) of
his Compensation as of the date of the commencement of the applicable offering period) by
ninety-five percent (95%) of the fair market value of a share of the Company’s Common Stock on the
Offering Date, subject to the limitations set forth in Sections 3(b) and 12 hereof. Fair market
value of a share of the Company’s Common Stock shall be determined as provided in Section 7(b)
herein.



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          (b) The option price per share of the shares offered in a given Offering Period shall be
ninety-five percent (95%) of the fair market value of a share of the Common Stock of the Company on
the Exercise Date. The fair market value of the Company’s Common Stock as of a given date shall
mean: (i) if the Common Stock is listed or admitted to trading on The New York Stock Exchange or on
another established stock exchange (including, for this purpose, the Nasdaq National Market), the
closing sale price for a share of the Common Stock on the composite tape for such exchange (or in
Nasdaq National Market trading, if applicable) as reported in The Wall Street Journal (or, if not
so reported, such other nationally recognized reporting source as the Board shall select) for such
date, or, if no such price is reported for such date, the most recent day for which such price is
available shall be used; (ii) if the Common Stock is not then listed or admitted to trading on such
a stock exchange, the mean of the closing representative bid and asked prices for the Common Stock
on such date as reported by the Nasdaq Small Cap Market or, if not so reported, by the OTC Bulletin
Board (or any successor or similar quotation system regularly reporting the market value of the
Common Stock in the over-the-counter market), or, if no such prices are reported for such date, the
most recent day for which such prices are available shall be used; or (iii) in the event neither of
the valuation methods provided for in clauses (i) and (ii) above are practicable, the fair market
value of a share of Common Stock determined by such other reasonable valuation method as the Board
shall, in its discretion, select and apply in good faith as of such date.



     8. Exercise of Option. Unless a participant withdraws from the Plan as provided in
paragraph 10, his option for the purchase of shares will be exercised automatically on the Exercise
Date of the offering period, and the maximum number of full shares subject to option will be
purchased for him at the applicable option price with the accumulated payroll deductions in his
account. Effective for Offering Periods commencing on or after December 31, 2000, the amount, if
any, held in a participant’s account under the Plan which remains in such account after the
purchase of the maximum number of full shares subject to the option pursuant to this Section 8
shall be paid to the participant within thirty (30) days of the Exercise Date. The shares purchased
upon exercise of an option hereunder shall be deemed to be transferred to the participant on the
Exercise Date. During his lifetime, a participant’s option to purchase shares hereunder is
exercisable only by him.



     9. Delivery. Within 30 days after the Exercise Date of each offering period, the
Company shall arrange the delivery to each participant, as appropriate, of a certificate
representing the shares purchased upon exercise of his option. Any cash remaining to the credit of
a participant’s account under the Plan after a purchase by him of shares at the termination of each
offering period, or which is insufficient to purchase a full share of Common Stock of the Company,
shall be paid to the participant within thirty (30) days of the Exercise Date.



     10. Withdrawal; Termination of Employment.



          (a) A participant may withdraw all but not less than all the payroll deductions credited to
his account under the Plan fifteen (15) days prior to the Exercise Date of the offering period by
giving written notice to the Company. By such written notice to the Company, (i) a participant may
elect to have all of the participant’s payroll deductions credited to his account (A) paid to him
within thirty (30) days after receipt of such written notice of withdrawal or (B) continue to be
held by the Company for the purchase of shares of Common Stock hereunder on the next



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succeeding Exercise Date as designated by the participant in such written notice; and (ii) his
option for the current period will be automatically terminated, and no further payroll deductions
for the purchase of shares will be made during the offering period.




          (b) Upon termination of the participant’s Continuous Status as an Employee prior to the
Exercise Date of the offering period for any reason, including retirement or death, the payroll
deductions credited to his account will be returned to him or, in the case of his death, to the
person or persons entitled thereto under paragraph 14, and his option will be automatically
terminated.



          (c) In the event an Employee fails to remain in Continuous Status as an Employee of the
Company for at least twenty (20) hours per week during the offering period in which the employee is
a participant, he will be deemed to have elected to withdraw from the Plan and the payroll
deductions credited to his account will be returned to him and his option terminated.



          (d) A participant’s withdrawal from an offering will not have any effect upon his eligibility
to participate in a succeeding offering or in any similar plan which may hereafter be adopted by
the Company.



     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 7,300,000 shares, subject to adjustment upon changes in
capitalization of the Company as provided in paragraph 18. Such authorized share reserve includes
(i) the increase of an additional 300,000 shares authorized by the Board March 22, 1990 and
approved by the stockholders July 26, 1990, (ii) the increase of an additional 400,000 shares
authorized by the Board March 21, 1991 and approved by the stockholders July 25, 1991, (iii) the
increase of an additional 100,000 shares authorized by the Board April 7, 1992 and approved by the
stockholders July 23, 1992, (iv) the increase of an additional 400,000 shares authorized by the
Board May 25, 1993 and approved by the stockholders July 27, 1993, (v) the increase of an
additional 600,000 shares authorized by the Board May 5, 1994 and approved by the stockholders July
26, 1994, (vi) the increase of an additional 800,000 shares authorized by the Board April 17, 1995
and approved by the stockholders August 1, 1995, (vii) the increase of an additional 600,000 shares
authorized by the Board May 21, 1996 and approved by the stockholders August 1, 1996, (viii) the
increase of an additional 1,000,000 shares authorized by the Board May 19, 1997 and approved by the
stockholders July 31, 1997, (ix) the increase of an additional 300,000 shares authorized by the
Board and approved by the stockholders July 21, 1998, (x) the increase of an additional 900,000
shares authorized by the Board April 1, 1999 and approved by the stockholders July 29, 1999, (xi)
the increase of an additional 200,000 shares authorized by the Board April 25, 2001 and approved by
the stockholders July 25, 2001, and (xii) the increase of an additional 1,500,000 shares
authorized by the Board on April 23, 2003 and approved by the stockholders on July 31, 2003. If
the total number of shares which would otherwise be subject to options granted pursuant to Section
7(a) hereof on the Offering Date of an offering period exceeds the number of shares then available
under the Plan (after deduction of all shares for which options have been exercised or are then
outstanding),



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the Company shall make a pro rata allocation of the shares remaining available for option
grant in as uniform a manner as shall be practicable and as it shall determine to be equitable. In
such event, the Company shall give written notice of such reduction of the number of shares subject
to the option to each Employee affected thereby and shall similarly reduce the rate of payroll
deductions, if necessary.




          (b) The maximum number of shares which a participant may purchase in any offering period shall
be one thousand five hundred (1,500) shares.



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



          (d) 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 spouse.



     13. Administration. The Plan shall be administered by the Board of the Company or a
committee of members of the Board appointed by the Board. The administration, interpretation or
application of the Plan by the Board or its committee shall be final, conclusive and binding upon
all participants. Members of the Board who are eligible Employees are permitted to participate in
the Plan, provided that:



          (a) 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.



          (b) 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.



     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 the end of the offering period but prior to delivery to him 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 the Exercise Date of the offering period.



          (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.



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     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 paragraph 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 in accordance with paragraph 10.



     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 promptly following the Exercise
Date, which statements will set forth the amounts of payroll deductions, the per share purchase
price, the number of shares purchased and the remaining cash balance, if any.



     18. Adjustments Upon Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by each option under the
Plan which has not yet been exercised and the number of shares of Common Stock which have been
authorized for issuance under the Plan but have not yet been placed under option (collectively, 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 issue 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.



     In the event of the proposed dissolution or liquidation of the Company, the offering period
will terminate immediately prior to the consummation of such proposed action, unless otherwise
provided by the Board. 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, that the
participant shall have the right to exercise the option as to all of the optioned stock, including
shares as to which the option would not otherwise be exercisable. If the Board makes an option
fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets,
the Board shall notify the participant that the option shall be fully exercisable for a period of
fifteen (15) days from the date of such notice, and the option will terminate upon the expiration
of such period.



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     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 that 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 terminate or amend the Plan. Except
as provided in paragraph 18, no such termination can affect options previously granted, nor may an
amendment make any change in any option theretofore granted which adversely affects the rights of
any participant, nor may an amendment be made without prior approval of the stockholders of the
Company (obtained in the manner described in paragraph 21) if such amendment would increase the
number of shares that may be issued under the Plan.



          (b) This restatement reflects the amendments to the Plan to increase the number of shares
reserved under the Plan as follows: (i) the increase of an additional 300,000 shares authorized by
the Board March 22, 1990 and approved by the stockholders July 26, 1990, (ii) the increase of an
additional 400,000 shares authorized by the Board March 21, 1991 and approved by the stockholders
July 25, 1991, (iii) the increase of an additional 100,000 shares authorized by the Board April 7,
1992 and approved by the stockholders July 23, 1992, (iv) the increase of an additional 400,000
shares authorized by the Board May 25, 1993 and approved by the stockholders July 27, 1993, (v) the
increase of an additional 600,000 shares authorized by the Board May 5, 1994 and approved by the
stockholders July 26, 1994, (vi) the increase of an additional 800,000 shares authorized by the
Board April 17, 1995 and approved by the stockholders August 1, 1995, (vii) the increase of an
additional 600,000 shares authorized by the Board May 21, 1996 and approved by the stockholders
August 1, 1996, (viii) the increase of an additional 1,000,000 shares authorized by the Board May
19, 1997 and approved by the stockholders July 31, 1997, (ix) the increase of an additional 300,000
shares authorized by the Board and approved by the stockholders July 21, 1998, (x) the increase of
an additional 900,000 shares authorized by the Board April 1, 1999 and approved by the stockholders
July 29, 1999, (xi) the increase of an additional 200,000 shares authorized by the Board April 25,
2001 and approved by the stockholders July 25, 2001, and (xii) the increase of an additional
1,500,000 shares authorized by the Board on April 23, 2003 and approved by the stockholders on July
31, 2003.



     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.



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     21. Stockholder Approval.



          (a) Any required approval of the stockholders of the Company shall be solicited substantially
in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated
thereunder.



          (b) If any required approval by the stockholders of the Plan itself or of any amendment to
increase the number of shares reserved for issuance under the Plan is solicited at any time other
than in the manner described in paragraph 21(a) hereof, then the Company shall, at or prior to the
first annual meeting of stockholders held subsequent to the granting of an option hereunder to an
officer or director do the following:



               (i) furnish in writing to the holders entitled to vote for the Plan substantially the same
information which would be required (if proxies to be voted with respect to approval or disapproval
of the Plan or amendment were then being solicited) by the rules and regulations in effect under
Section 14(a) of the Exchange Act at the time such information is furnished; and



               (ii) file with, or mail for filing to, the Securities and Exchange Commission four copies of
the written information referred to in subsection (ii) hereof not later than the date on which such
information is first sent or given to stockholders.



     22. 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.



     23. 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 stockholders of the Company as described
in paragraph 21. It shall continue in effect for a term of twenty (20) years unless sooner
terminated under paragraph 19.




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