exv4w2










 




    Exhibit 4.2



 




    ACTEL
    CORPORATION

    



 




    1993
    EMPLOYEE STOCK PURCHASE PLAN

    



 




    Amended
    and Restated as of April 23, 2009

    





    



 



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



 



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



 



    2.  Definitions.



 



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



 



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



 



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



 



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



 



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



 



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



 



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



 



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



 



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



 



    (j) “Fair Market Value” shall mean,
    as of any date, the value of Common Stock determined as follows:



 



    (i) If the Common Stock is listed on any established stock
    exchange or a national market system, including without
    limitation the National Market System of the National
    Association of Securities Dealers, Inc. Automated Quotation
    (“NASDAQ”) System, its Fair Market Value shall be the
    closing sale price for the Common Stock (or the mean of the
    closing bid and asked prices, if no sales were reported), as
    quoted on such exchange (or the exchange with the greatest
    volume of trading in Common Stock) or system on the date of such
    determination, as reported in the Wall Street Journal or such
    other source as the Board deems reliable, or;



 



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



 



    (iii) In the absence of an established market for the
    Common Stock, the Fair Market Value thereof shall be determined
    in good faith by the Board.




    

    1








 






    (k) “Offering Period” shall mean
    the period of approximately twenty-four (24) months during
    which an option granted pursuant to the Plan may be exercised.
    Offering Periods shall commence on the first Trading Day on or
    after August 1 and February 1 of each year and terminate on the
    last Trading Day of the periods ending twenty-four
    (24) months later. The duration and timing of Offering
    Periods may be changed pursuant to Sections 4 and 19 of
    this Plan.



 



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



 



    (m) “Purchase Period” shall mean
    the approximately six month period commencing after one Exercise
    Date and ending with the next Exercise Date, except that the
    first Purchase Period of any Offering Period shall commence on
    the Enrollment Date and end with the next Exercise Date.



 



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



 



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



 



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



 



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



 



    3.  Eligibility.



 



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



 



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



 



    4.  Offering Periods.  The
    Plan shall be implemented by consecutive Offering Periods.
    Offering Periods shall commence on the first Trading Day on or
    after February 1 and August 1 of each year and terminate on the
    last Trading Day of the periods ending twenty-four months later.
    The Board shall have the power to change the duration of
    Offering Periods (including the commencement dates thereof) with
    respect to future offerings without shareholder approval if such
    change is announced at least five (5) days prior to the
    scheduled beginning of the first Offering Period to be affected.



 



    5.  Participation.



 



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



 



    (b) Payroll deductions for a participant shall commence on
    the first payroll following the Enrollment Date and shall end on
    the last payroll in the Offering Period to which such
    authorization is applicable, unless sooner terminated by the
    participant as provided in Section 10 hereof.




    

    2








 






    6.  Payroll Deductions.



 



    (a) At the time a participant files his or her subscription
    agreement, he or she shall elect to have payroll deductions made
    on each pay day during the Offering Period in an amount not
    exceeding fifteen percent (15%) of the Compensation which he or
    she receives on each pay day during the Offering Period, and the
    aggregate of such payroll deductions during the Offering Period
    shall not exceed fifteen percent (15%) of the participant’s
    Compensation during said Offering Period; provided,
    however, that a participant’s total payroll deductions
    used to purchase stock under the Plan in any calendar year shall
    not exceed ten thousand dollars ($10,000).



 



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



 



    (c) A participant may discontinue his or her participation
    in the Plan as provided in Section 10 hereof, or may
    decrease the rate of his or her payroll deductions during the
    Offering Period by filing with the Company a new subscription
    agreement authorizing a change in payroll deduction rate. A
    participant may not increase the rate of his or her payroll
    deductions during a Purchase Period. The Board may, in its
    discretion, limit the number of participation rate changes
    during any Offering Period. The change in rate shall be
    effective with the first full payroll period following five
    (5) business days after the Company’s receipt of the
    new subscription agreement unless the Company elects to process
    a given change in participation more quickly. A
    participant’s subscription agreement shall remain in effect
    for successive Offering Periods unless terminated as provided in
    Section 10 hereof.



 



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



 



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



 



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



 



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




    3








 






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



 



    10.  Withdrawal; Termination of
    Employment.



 



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



 



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



 



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



 



    12.  Stock.



 



    (a) The maximum number of shares of the Company’s
    Common Stock which shall be made available for sale under the
    Plan shall be 6,519,680 shares, subject to adjustment upon
    changes in capitalization of the Company as provided in
    Section 18 hereof. If on a given Exercise Date the number
    of shares with respect to which options are to be exercised
    exceeds the number of shares then available under the Plan, the
    Company shall make a pro rata allocation of the shares remaining
    available for purchase in as uniform a manner as shall be
    practicable and as it shall determine to be equitable.



 



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



 



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



 



    13.  Administration.



 



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



 



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



 



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



 



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




    4








 






    14.  Designation of Beneficiary.



 



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



 



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



 



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



 



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



 



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



 



    18.  Adjustments Upon Changes in
    Capitalization.



 



    (a) Changes in
    Capitalization.  Subject to any required
    action by the shareholders of the Company, the Reserves as well
    as the price per share of Common Stock covered by each option
    under the Plan which has not yet been exercised shall be
    proportionately adjusted for any increase or decrease in the
    number of issued shares of Common Stock resulting from a stock
    split, reverse stock split, stock dividend, combination or
    reclassification of the Common Stock, or any other increase or
    decrease in the number of shares of Common Stock effected
    without receipt of consideration by the Company; provided,
    however, that conversion of any convertible securities of the
    Company shall not be deemed to have been “effected without
    receipt of consideration”. Such adjustment shall be made by
    the Board, whose determination in that respect shall be final,
    binding and conclusive. Except as expressly provided herein, no
    issuance by the Company of shares of stock of any class, or
    securities convertible into shares of stock of any class, shall
    affect, and no adjustment by reason thereof shall be made with
    respect to, the number or price of shares of Common Stock
    subject to an option.



 



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



 



    (c) Merger or Asset Sale.  In the
    event of a proposed sale of all or substantially all of the
    assets of the Company, or the merger of the Company with or into
    another corporation, each option under the Plan shall be assumed
    or an equivalent option shall be substituted by such successor
    corporation or a parent or subsidiary of such successor
    corporation, unless the Board determines, in the exercise of its
    sole discretion and in lieu of such assumption or substitution,
    to shorten the Offering Periods then in progress by setting a
    new Exercise Date (the “New Exercise Date”) or to
    cancel each outstanding option to purchase and refund all sums
    collected from participants during the Offering Period then in
    progress. If the Board shortens the Offering Periods then in
    progress




    5








 






    in lieu of assumption or substitution in the event of a merger
    or sale of assets, the Board shall notify each participant in
    writing, at least ten (10) business days prior to the New
    Exercise Date, that the Exercise Date for his option has been
    changed to the New Exercise Date and that his option will be
    exercised automatically on the New Exercise Date, unless prior
    to such date he has withdrawn from the Offering Period as
    provided in Section 10 hereof. For purposes of this
    paragraph, an option granted under the Plan shall be deemed to
    be assumed if, following the sale of assets or merger, the
    option confers the right to purchase, for each share of stock
    subject to the option immediately prior to the sale of assets or
    merger, the consideration (whether stock, cash or other
    securities or property) received in the sale of assets or merger
    by holders of Common Stock for each share of Common Stock held
    on the effective date of the transaction (and if such holders
    were offered a choice of consideration, the type of
    consideration chosen by the holders of a majority of the
    outstanding shares of Common Stock); provided, however, that if
    such consideration received in the sale of assets or merger was
    not solely common stock of the successor corporation or its
    parent (as defined in Section 424(e) of the Code), the
    Board may, with the consent of the successor corporation and the
    participant, provide for the consideration to be received upon
    exercise of the option to be solely common stock of the
    successor corporation or its parent equal in fair market value
    to the per share consideration received by holders of Common
    Stock and the sale of assets or merger.



 



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



 



    19.  Amendment or Termination.



 



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



 



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



 



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



 



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



 



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




    6








 






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



 



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



 



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



 



    (vi) allocating shares.



 



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



 



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



 



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



 



    As a condition to the exercise of an option, the Company may
    require the person exercising such option to represent and
    warrant at the time of any such exercise that the shares are
    being purchased only for investment and without any present
    intention to sell or distribute such shares if, in the opinion
    of counsel for the Company, such a representation is required by
    any of the aforementioned applicable provisions of law.



 



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



 



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



 



    24.  Automatic Transfer to Low Price Offering
    Period.  To the extent permitted by
    Rule 16b-3
    of the Securities Exchange Act of 1934, as amended, if the Fair
    Market Value of the Common Stock on any Exercise Date in an
    Offering Period is lower than the Fair Market Value of the
    Common Stock on the Enrollment Date of such Offering Period,
    then all participants in such Offering Period shall be
    automatically withdrawn from such Offering Period immediately
    after the exercise of their options on such Exercise Date and
    automatically re-enrolled in the immediately following Offering
    Period as of the first day thereof.




    7








 





 




    EXHIBIT A

    



 




    ACTEL
    CORPORATION

    



 




    1993
    EMPLOYEE STOCK PURCHASE PLAN



 




    SUBSCRIPTION
    AGREEMENT



 


		
	                   
    Original
    Application
    	      Enrollment
    Date:                    
    



 



                   
    Change in Payroll Deduction Rate



 



                   
    Change of Beneficiary (or Beneficiaries)



 



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



 



    2. I hereby authorize payroll deductions from each paycheck
    in the amount of
              %
    of my Compensation on each payday (not to exceed 15%) during the
    Offering Period in accordance with the Employee Stock Purchase
    Plan. (Please note that no fractional percentages are
    permitted.) In no event will the total payroll deductions used
    to purchase shares of the Company’s Common Stock in
    accordance with this Subscription Agreement and the Employee
    Stock Purchase Plan in any calendar year exceed $10,000.



 



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



 



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



 



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


 



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



 



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



 



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




    8








 






    PLEASE PRINT!



 



    NAME:
     ­
    ­





			
	                        (First)
    	     (Middle)
    	     (Last)
    



 


	 	 	 
	

    
                    Relationship



	
 
	
    


	
 
	
 
	
 

	
 
	
 
	
    


	
 
	
 
	
 

	
 
	
 
	
    


	
 
	
 
	
    (Address)









 



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



 


	 	 	 
	

    Dated: ­
    ­


	
 
	
    

    Signature
    of Employee

	
 
	
 
	
 

	
 
	
 
	
    


	
 
	
 
	
    Spouse’s Signature

    (If beneficiary other than spouse)










    9








 







    EXHIBIT B

    



 




    ACTEL
    CORPORATION

    



 




    1993
    EMPLOYEE STOCK PURCHASE PLAN

    



 




    NOTICE OF
    WITHDRAWAL



 



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



 


	 	 	 
	
 
	
 
	
    


	
 
	
 
	
 

	
 
	
 
	
    


	
 
	
 
	
 

	
 
	
 
	
    


	
 
	
 
	
 

	
 
	
 
	
    


	
 
	
 
	
    (Name and Address of Participant)

	
 
	
 
	
 

	
 
	
 
	
    


	
 
	
 
	
    (Signature)

	
 
	
 
	
 

	
 
	
 
	
    


	
 
	
 
	
    (Date)










    10