-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SNercTio1f8ewPVemv4q8UtgRwyGgv3BLzhS7tm/O3GnqP1jlz45xwmgdvpb9LNH c0BRfMYHB7W7SUlwlgIUdw== 0000912057-97-009051.txt : 19970319 0000912057-97-009051.hdr.sgml : 19970319 ACCESSION NUMBER: 0000912057-97-009051 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970317 EFFECTIVENESS DATE: 19970317 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0000070530 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952095071 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-23477 FILM NUMBER: 97558147 BUSINESS ADDRESS: STREET 1: 2900 SEMICONDUCTORS DR STREET 2: PO BOX 58090 CITY: SANTA CLARA STATE: CA ZIP: 95052-8090 BUSINESS PHONE: 4087215000 MAIL ADDRESS: STREET 1: 2900 SEMICONDUCTOR DR CITY: SANTA CLARA STATE: CA ZIP: 95052-8090 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on March 17, 1997 Registration No. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 -------------------------- NATIONAL SEMICONDUCTOR CORPORATION (Exact name of registrant as specified in its charter)
DELAWARE 95-2095071 (State or other jurisdiction of 2900 Semiconductor Drive (I.R.S. Employer incorporation or organization) P.O. Box 58090 Identification Number)
Santa Clara, California 95052-8090 (Address of principle executive offices) Registrant's telephone number including area code: (408) 721-5000 _____________________________ 1995 STOCK OPTION PLAN FOR OFFICERS AND KEY EMPLOYEES OF MEDIAMATICS, INC. and 1997 STOCK OPTION PLAN OF MEDIAMATICS, INC. (Full title of the plans) _________________ JOHN M. CLARK III, Esq. Senior Vice President, General Counsel and Secretary NATIONAL SEMICONDUCTOR CORPORATION 2900 Semiconductor Drive, P.O. Box 58090 Santa Clara, CA 95052-8090 (408)721-5000 (Name, address and telephone number, including area code, of agent for service) Calculation of Registration Fee
- -------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------- Title of Securities Proposed Maximum Proposed Maximum Amount of Securities to to be Offering Price Aggregate Registration be Registered Registered Per Share (1) Offering Price (1) Fee (1) - -------------------------------------------------------------------------------------------------------------- Options to Purchase Common Stock 759,907 (2) --- --- --- - -------------------------------------------------------------------------------------------------------------- Common Stock $0.50 par value 759,907 $2.23 $1,696,848.70 $ 514.14 - -------------------------------------------------------------------------------------------------------------- Preferred Stock (3) --- --- --- Purchase Rights - -------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------
(1) Estimated for the purpose of calculating the registration fee pursuant to Rule 457(h) on the basis of the exercise prices at which options granted under the subject plans may be exercised. (2) The Registrant is also registering the grant of options to purchase the 759,907 shares of its Common Stock covered hereby. (3) Each share of Common Stock includes one Preferred Stock Purchase Right issued under the Rights Agreement, dated as of August 8, 1988, as amended, between the Registrant and The First National Bank of Boston, as Rights Agent. PART I EXPLANATORY NOTES As permitted by the rules of the Securities and Exchange Commission (the "Commission"), this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plan as required by the Securities Act of 1933 (the "Securities Act") Rule 428(b). Such documents are not being filed as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. This Registration Statement covers the grant of options, and the sale of shares to the holders of such options upon exercise thereof, under the 1995 Stock Option Plan for Officers and Key Employees of Mediamatics, Inc. (the "1995 Plan") and the 1997 Stock Option Plan of Mediamatics, Inc. (the "1997 Plan" and together with the 1995 Plan, the "Plans"). Effective March 17, 1997, National Semiconductor Corporation assumed the outstanding obligations of Mediamatics, Inc. under the Plans and related stock option agreements. In connection therewith, upon the exercise of an outstanding option under either Plan, the holder of the option will receive 0.1757012 shares of Common Stock of National Semiconductor Corporation per share of common stock of Mediamatics, Inc. underlying the holder's option. No additional options will be granted under the Plans. I-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents which have been filed with the Commission by National Semiconductor Corporation (the "Company", also referred to herein as the "Registrant") are hereby incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the fiscal year ended May 26, 1996, including the portions of the Company's 1996 Annual Report and the Company's Proxy Statement for the 1996 Annual Meeting of Stockholders incorporated therein by reference; (b) The Company's Quarterly Report on Form 10-Q for the period ended August 25, 1996; the Company's Quarterly Report on Form 10-Q for the period ended November 24, 1996; and the Company's Current Report on Form 8-K dated January 28, 1997; (c) The description of the Common Stock contained in the Company's Registration Statement on Form 8-A filed September 8, 1970; and (d) The description of the Preferred Stock Purchase Rights contained in the Company's Registration Statement on Form 8-A filed August 9, 1988 and any amendments thereto filed for the purpose of updating such description. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statements. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES The 1995 Plan authorizes the grant of options to purchase up to 843,366 shares of Common Stock, to eligible employees of Mediamatics Inc. As of March 17. 1997, options to purchase 406,133 shares had been granted under the 1995 Plan. No additional options will be granted under this plan. The average exercise price of the outstanding options is $1.70. The options may be exercised at a rate of 20% per year over five years from the date the option was granted. The 1997 Plan authorizes the grant of options to purchase up to 428,447 shares of Common Stock, to eligible employees of Mediamatics Inc. As of March 17 1997, options to purchase 353,774 shares of Common Stock had been granted under the 1997 Plan. No additional options will be granted under this plan. The average exercise price of the outstanding options is $2.85. The options may be exercised at a rate of 20% per year over five years from the date the option II-1 was granted. The Company's Common Stock is registered under Section 12 of the Exchange Act and thus, the requirements of Item 4 with respect thereto are not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 102 of the Delaware General Corporation Law (the "DGCL") allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or to any of its stockholders for monetary damages for a breach of fiduciary duty as a director, except (i) for breach of the director's duty of loyalty, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) for certain unlawful dividends and stock repurchases, or (iv) for any transaction from which the director derived an improper personal benefit. Article Thirteenth of the Company's Second Restated Certificate of Incorporation (the "Certificate") provides that no director shall be personally liable to the Company or its stockholders for monetary damages for any breach of his fiduciary duty as a director, except as provided in Section 102 of the DGCL. Section 145 of the DGCL provides that in the case of any action other than one by or in the right of the corporation, a corporation may indemnify any person who was or is a party, or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in such capacity on behalf of another corporation or enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 of the DGCL provides that in the case of an action by or in the right of a corporation to procure a judgment in its favor, a corporation may indemnify any person who was or is a party, or is threatened to be made a party to any action or suit by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is was serving at the request of the corporation in such capacity on behalf of another corporation or enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted under standards similar to those set forth in the preceding paragraph, except that no indemnification may be made in respect of any action or claim as to which such person shall have been adjudged to be liable to the corporation, unless a court determines that such person is fairly and reasonably entitled to indemnification. Article Thirteenth of the Company's Certificate provides that the Company shall to the extent permitted by law indemnify any person for all liabilities incurred by or imposed upon him as a result of any action or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, in which he shall be involved by reason of the fact that he is or was serving as a director, officer or employee of the Company, or that, at the request of the Company, he is or was serving another corporation or enterprise in any capacity. Article VIII of the Company's By-Laws provides for indemnification of any person who was or is a party to any threatened, pending or completed action, or to any derivative proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or was serving at the request of the corporation in that capacity for another corporation, if he acted in good faith and in II-2 a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct unlawful. The Company has purchased and maintains at its expense, on behalf of directors and officers, insurance, within certain limits, covering liabilities that may be incurred by them in such capacities. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. TABLE OF EXHIBITS 4.1 Second Restated Certificate of Incorporation of the Company, as amended (incorporated by reference from the Exhibits to the Company's Registration Statement on Form S-3 Registration No. 33-52775, which became effective March 22, 1994); Certificate of Amendment of Certificate of Incorporation dated September 30, 1994 (incorporated by reference from the Exhibits to the Company's Registration Statement on Form S-8 Registration No. 333- 09957 which became effective August 12, 1996). 4.2 By-Laws of the Company (incorporated by reference from the Exhibits to the Company's 10-Q for the quarter ended November 21, 1996, filed December 20, 1996). 4.3 Form of Common Stock Certificate (incorporated by reference from the Exhibits to the Company's Registration Statement on Form S-3 Registration No. 33-48935, which became effective October 5, 1992). 4.4 Rights Agreement (incorporated by reference from the Exhibits to the Company's Registration Statement on From 8-A filed August 10, 1988); First Amendment to the Rights Agreement dated as of October 31, 1995 (incorporated by reference from the Exhibits to the Company's Amendment No. 1 to the Registration Statement on Form 8-A filed December 11, 1995); and Second Amendment to the Rights Agreement dated as of December 17, 1996 (incorporated by reference from the Exhibits to the Company's Amendment No. 2 to the Registration Statement on Form 8-A filed January 17, 1997). 5.1 Opinion re: Legality 10.1 1995 Stock Option Plan for Officers and Key Employees of Mediamatics, Inc. 10.2 1997 Stock Option Plan of Mediamatics, Inc. 23.1 Consent of Independent Auditors 23.2 Consent of Counsel (Included in Exhibit 5) 24.1 Power of Attorney ITEM 9. UNDERTAKINGS II-3 (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the Prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement, and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to information contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in this Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933 (the "Securities Act"), each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, California, on the 13th day of March, 1997. NATIONAL SEMICONDUCTOR CORPORATION By BRIAN L. HALLA* ------------------------------ Brian L. Halla Chairman of the Board, and Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY OR ON BEHALF OF THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 13TH DAY OF MARCH, 1997. BRIAN L. HALLA* Chairman of the Board, President - ------------------------------ and Chief Executive Officer (Brian L. Halla) (Principal Executive Officer) DONALD MACLEOD* Executive Vice President, Finance - ------------------------------ and Chief Financial Officer (Donald MacLeod) (Principal Financial Officer) RICHARD D. CROWLEY, JR.* Vice President and Controller - ------------------------------ (Principal Accounting Officer) (Richard D. Crowley, Jr.) GARY P. ARNOLD* Director - ------------------------------ (Gary P. Arnold) ROBERT BESHAR* Director - ------------------------------ (Robert Beshar) EDWARD R. McCRACKEN* Director - ------------------------------ (Edward R. McCracken) MODESTO A. MAIDIQUE* Director - ------------------------------ (Modesto A. Maidique) J. TRACY O'ROURKE* Director - ------------------------------ (J. Tracy O'Rourke) CHARLES E. SPORCK* Director - ------------------------------ (Charles E. Sporck) DONALD E. WEEDEN* Director - ------------------------------ (Donald E. Weeden) By: /s/ JOHN M. CLARK III --------------------------- John M. Clark III Attorney-in-Fact II-5 NATIONAL SEMICONDUCTOR CORPORATION EXHIBIT INDEX Description of Exhibit - -------------------------------------------------------------------------------- 4.1 Second Restated Certificate of Incorporation of the Company, as amended (incorporated by reference from the Exhibits to the Company's Registration Statement on Form S-3 Registration No. 33- 52775, which became effective March 22, 1994); Certificate of Amendment of Certificate of Incorporation dated September 30, 1994 (incorporated by reference from the Exhibits to the Company's Registration Statement on Form S-8 Registration No. 333-09957 which became effective August 12, 1996.) 4.2 By-Laws of the Company (incorporated by reference from the Exhibits to the Company's 10-Q for the quarter ended November 24, 1996, filed December 20, 1996.) 4.3 Form of Common Stock Certificate (incorporated by reference from the Exhibits to the Company's Registration Statement on Form S-3 Registration No. 33-48935, which became effective October 5, 1992). 4.4 Rights Agreement (incorporated by reference from the Exhibits to the Company's Registration Statement on From 8-A filed August 10, 1988). First Amendment to the Rights Agreement dated as of October 31, 1995 (incorporated by reference from the Exhibits to the Company's Amendment No. 1 to the Registration Statement on Form 8-A filed December 11, 1995). Second Amendment to the Rights Agreement dated as of December 17, 1996 (incorporated by reference from the Exhibits to the Company's Amendment No. 2 to the Registration Statement on Form 8-A filed January 17, 1997.) 5.1 Opinion re: Legality 10.1 1995 Stock Option Plan for Officers and Key Employees of Mediamatics, Inc. 10.2 1997 Stock Option Plan of Mediamatics, Inc. 23.1 Consent of Independent Auditors 23.2 Consent of Counsel (Included in Exhibit 5.1) 24.1 Power of Attorney II-6 EX-5.1 2 EXH. 5.1 EXHBIT 5.1 [LETTERHEAD] March 17, 1997 National Semiconductor Corporation 2900 Semiconductor Drive Santa Clara, CA 95052 Re: Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement") which National Semiconductor Corporation (the "Company") intends to file with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of (i) options outstanding as of the date hereof (the "Options") to purchase an aggregate of 759,907 shares of Common Stock, par value of $.50 per share, of the Company (the "Shares") granted under the 1995 Stock Option Plan for Officers and Key Employees of Mediamatics, Inc. dated January 1, 1995, as amended, and the 1997 Stock Option Plan of Mediamatics, Inc. dated February 27, 1997 (collectively, the "Plans") and (ii) the sale by the Company of the Shares pursuant to the Plans and the stock option agreements relating to the Options (the "Option Agreements"). Effective March 17, 1997, National assumed the obligations of Mediamatics, Inc. under the Plans and the Option Agreements. We are familiar with the proceedings undertaken and to be taken by the Company in connection with the Options and the Options Agreements and the authorization, issuance and sale by the Company of the Shares. Additionally, we have examined such questions of law and fact as we have considered necessary or appropriate for purposes of this opinion. Our opinion herein is limited to the effect on the subject transaction of United States Federal law, the General Corporation Law of the State of Delaware and with respect National Semiconductor Corporation March 17, 1997 Page 2 to paragraph 1 below, the internal laws of the State of California. We assume no responsibility regarding the applicability to, or the effect thereon, of the laws of any other jurisdiction. Subject to the foregoing and the other qualifications set forth herein, we are of the opinion that as of the date hereof: 1. Each applicable Option Agreement constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms. 2. The Shares have been duly authorized, and upon issuance of the Shares under the terms of the Plans and applicable Option Agreements and delivery and payment therefor of legal consideration in excess of the aggregate par value of the Shares issued, such Shares will be validly issued, fully paid and nonassessable. The opinion set forth in paragraph 1 above is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; (iii) the effect of California law, which provides that a court may refuse to enforce, or may limit the application of, a contract or any clause thereof which the court finds as a matter of law to have been unconscionable at the time it was made or contrary to public policy; and (iv) certain rights, remedies and waivers contained in the Option Agreements may be limited or rendered ineffective by applicable California laws or judicial decisions governing such provisions, but such laws or judicial decisions do not render the Option Agreements invalid or unenforceable as a whole. To the extent that the obligations of the Company under the applicable Option Agreements may be dependent upon such matters, we assume for purposes of this opinion that each Option Agreement has been duly authorized, executed and delivered by the applicable Option holder and constitutes a legally valid, binding and enforceable obligation of the Option holder, enforceable against the Option holder in accordance with its terms; and that the Option holder has the requisite legal power and authority to perform his or her obligations under each such Option Agreement. National Semiconductor Corporation March 17, 1997 Page 3 We consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ LATHAM & WATKINS EX-10.1 3 EXH. 10.1 EXHIBIT 10.1 1995 STOCK OPTION PLAN FOR OFFICERS AND KEY EMPLOYEES OF MEDIAMATICS, INC.(1) MEDIAMATICS, Inc., a California corporation, hereby adopts this Stock Option Plan for the full-time, salaried officers and key Employees of the Company. The purposes of this Plan are as follows: (1) To further the growth, development and financial success of the Company by providing additional incentives to its officers and key Employees who have been or will be given responsibility for the management or administration of the Company's business affairs, or who are considered to have contributed meaningfully to the success of the Company, by assisting them to become owners of common stock of the Company and thus to benefit directly from its growth, development and financial success. (2) To enable the Company to obtain and retain the services of the type of professional, technical, managerial and other employees considered essential to the long-range success of the Company by providing and offering them an opportunity to become owners of common stock of the Company under options, some of which are intended to qualify as "incentive stock options" under section 422 of the Internal Revenue Code of 1986, as amended. ARTICLE I DEFINITIONS Whenever the following terms are used in this Plan, they shall have the meaning specified below unless the context clearly indicates to the contrary. SECTION 1.1 COMPANY "Company" shall mean MEDIAMATICS, INC. SECTION 1.2 PLAN ADMINISTRATOR "Plan Administrator" shall mean the Board of Directors of the Company or a committee of three (3) or more members of the Board appointed by the Board to administer the Plan. Members of the committee shall serve for such period of time as the Board may - -------------------- (1) This plan was assumed by National Semiconductor Corporation on March 17, 1997. In connection therewith, upon the exercise of an outstanding option under this plan, the holder of the option will receive .1757012 shares of common stock of National Semiconductor Corporation per share of common stock of Mediamatics, Inc. underlying the holder's option. determine and shall be subject to removal by the Board at any time. The Board may at any time terminate the functions of the committee and reassume all powers and authority previously delegated to the committee. SECTION 1.3 EMPLOYEE "Employee" shall mean any employee (as defined in accordance with the Regulations and Revenue Rulings then applicable under section 3401(c) of the Code) of the Company, or of any corporation which is then a Parent Corporation or a Subsidiary, whether such employee is so employed at the time this Plan is adopted or becomes so employed subsequent to the adoption of this Plan. SECTION 1.4 CODE "Code" shall mean the Internal Revenue Code of 1986, as amended. SECTION 1.5 INCENTIVE STOCK OPTION "Incentive Stock Option" shall mean an Option which qualifies under section 422 of the Code and which is designated as an Incentive Stock Option by the Plan Administrator. SECTION 1.6 NON-STATUTORY OPTION "Non-Statutory Option" shall mean an Option which is not an Incentive Stock Option and which is designated as a Non-Statutory Option by the Board. SECTION 1.7 COMMON STOCK "Common Stock" shall mean the Company's no par value common stock. SECTION 1.8 OPTION "Option" shall mean an option to purchase common stock, no par value, of the Company, granted under the Plan. SECTION 1.9 OPTIONEE "Optionee" shall mean an Employee to whom an Option is granted under the Plan. SECTION 1.10 PLAN "Plan" shall mean this Stock Option Plan for Officers and Key Employees of Mediamatics, Inc. 2 SECTION 1.11 PARENT CORPORATION "Parent Corporation" shall mean any corporation in an unbroken chain of corporations ending with the Company if each of the corporations other than the Company then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. SECTION 1.12 SUBSIDIARY "Subsidiary" shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. SECTION 1.13 PRONOUNS The masculine pronoun shall include the feminine and neuter and the singular shall include the plural, where the context so indicates. ARTICLE II SHARES SUBJECT TO PLAN SECTION 2.1 SHARES SUBJECT TO PLAN There shall be reserved for issue upon the exercise of Options granted under the Plan 4.8 million (4,800,000) shares of Common Stock. SECTION 2.2 LIMITATION ON INCENTIVE STOCK OPTION GRANTS Subject to the overall limitations of section 2.1 above, the maximum aggregate fair market value (determined as of the time the Option is granted) of the Common Stock for which any officer or key Employee may be granted an Incentive Stock Option which either becomes exercisable or vests for the first time in any calendar year under the Plan shall not exceed One Hundred Thousand Dollars ($100,000) with respect to such Employee. SECTION 2.3 UNEXERCISED OPTION If any Option expires or is cancelled without having been fully exercised, the number of shares subject to such Option but as to which such Option was not exercised prior to its expiration or cancellation may again be subject to Options granted under this Plan, subject to the limitations of sections 2.1 and 2.2 above. 3 ARTICLE III GRANTING OF OPTIONS SECTION 3.1 ELIGIBILITY Any full-time, salaried officer or full-time key Employee of the Company shall be eligible to be granted an Option, except as provided in section 3.2; and provided that no director of the Company who is not also an eligible Employee whose customary work week consists of at least forty (40) hours in the employ of the Company (or a Parent or Subsidiary) shall be eligible to receive an Option under this Plan. SECTION 3.2 QUALIFICATION OF INCENTIVE STOCK OPTION No Incentive Stock Option shall be granted unless such Option, when granted, qualifies as an "incentive stock option" under section 422 of the Code. SECTION 3.3 GRANTING OF OPTION (a) The Plan Administrator shall from time to time, in its absolute discretion: (i) Determine which Employees are eligible under the Plan and select from among these Employees such of them as in its opinion should be granted an Option; and (ii) Determine the number of shares to be subject to such Option granted to such selected eligible Employees, and determine whether such Option is to be an Incentive Stock Option or a Non-Statutory Option; and (iii) Determine the terms and conditions of such Option, consistent with the Plan. (b) No Option shall be granted to any Employee who, at the time such option would be granted, owns Common Stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, or of any Parent or Subsidiary, unless the Option price (as provided in section 4.2) is not less than one hundred ten percent (110%) of the fair market value of the Common Stock on the date the Option is granted and the period within which the Option may be exercised (as provided in section 4.4 below) does not exceed five (5) years from the date the Option is granted. ARTICLE IV TERMS OF OPTION SECTION 4.1 OPTION AGREEMENT Each Option shall be evidenced by a written Stock Option Agreement, which shall be executed by the Optionee and an authorized officer of the Company and which shall contain such terms and conditions as the Plan Administrator shall determine, consistent with 4 the Plan. Each Incentive Stock Option Agreement shall contain such terms and conditions as may be necessary to qualify such Option as an "incentive stock option" under section 422 of the Code. SECTION 4.2 OPTION PRICE (a) The price of the shares subject to each Option shall be set by the Plan Administrator; provided, however, that in no event shall the price per share be less than eighty-five percent (85%) of the fair market value of such shares on the date such Option is granted; provided, further, that the price per share shall not be less than one hundred ten percent (110%) of the fair market value of such shares on the date such Option is granted in the case of an individual then owning (within the meaning of section 424(d) of the Code) more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, any Subsidiary or any Parent Corporation. (b) For the purpose of section 4.2(a) above, the fair market value of a share of the Company's Common Stock on the date the Option is granted shall be: (i) the closing price of a share of the Company's Common Stock on the principal exchange on which shares of the Company's Common Stock are then trading, if any, on such date, or, if shares were not traded on such date, then on the next preceding trading day during which a sale occurred; or (ii) if such Common Stock is not traded on an exchange but quoted on Nasdaq or a successor quotation system, (1) the last sale price (if the Common Stock is then listed as a National Market Issue under the NASD National Market System) or (2) the mean between the closing representative bid and asked prices (in all other cases) for the Common Stock on such date as reported by Nasdaq or such successor quotation system; or (iii) if such Common Stock is not publicly traded on an exchange and not quoted on Nasdaq or a successor quotation system, the mean between the closing bid and asked prices for the Common Stock on such date as determined in good faith by the Plan Administrator; or (iv) if the Company's Common Stock is not publicly traded, the fair market value established by the Plan Administrator acting in good faith considering book value, earnings history and prospects of the Company in light of market conditions generally. SECTION 4.3 COMMENCEMENT OF EXERCISABILITY (a) At a minimum, the Optionee shall have the right to exercise the Option at the rate of at least twenty percent (20%) per year over five (5) years from the date the Option is granted. (b) Subject to the provisions of sections 4.3(a), 4.3(c) and 7.3 of this Plan, each Option shall become exercisable at such time and in such installments (which may be cumulative) as the Plan Administrator shall provide in the terms of each individual Stock Option Agreement; provided, however, that by a resolution adopted after an Option is granted the Plan Administrator may, on such terms and conditions as it may determine to be appropriate and subject to sections 4.3(a), 4.3(c) and 7.3 of this Plan, accelerate the time at which such Option or any portion thereof may be exercised. 5 (c) No portion of an Option which is unexercisable at the time of Employee's death, disability, retirement or termination of employment (as defined in section 5.7 below) shall thereafter become exercisable. SECTION 4.4 EXPIRATION OF OPTIONS The period or periods within which an Option may be exercised shall be determined by the Plan Administrator at the time the Option is granted but shall in no event exceed ten (10) years from the date the Option is granted. SECTION 4.5 CONSIDERATION In consideration of the granting of the Option, the optionee shall agree, in the written Stock Option Agreement, to remain in the employ of the Company or a Subsidiary for a period of not less than one year after the Option is granted. Nothing in this Plan or in any Stock Option Agreement under this Plan shall confer upon any Optionee any right to continue in the employ of the Company or any Subsidiary or Parent Corporation or shall interfere with or restrict in any way the rights of the Company and any Subsidiary or Parent Corporation, which are hereby expressly reserved, to discharge any Optionee at any time for any reason whatsoever, with or without good cause. SECTION 4.6 MERGER, CONSOLIDATION, ACQUISITION, LIQUIDATION OR DISSOLUTION In its absolute discretion and on such terms and conditions as it deems appropriate, the Plan Administrator may provide by a resolution adopted prior to the occurrence of a Change Transaction (as defined herein) that Options outstanding hereunder may be (A) exercised after (i) the merger, consolidation or other reorganization of the Company (whether or not the Company is the surviving or continuing corporation thereafter), (ii) the acquisition by another person, corporation or other entity of all or substantially all of the Company's assets or 80% or more of the Company's then outstanding voting stock or (iii) the liquidation or dissolution of the Company (a "Change Transaction"), for the same consideration that would have been received by the Optionees in such Change Transaction had such Optionees exercised their respective Options immediately prior to the consummation of such Change Transaction or the record date therefor or (B) terminated upon the occurrence of such Change Transaction. The Plan Administrator may also provide, in its absolute discretion and on such terms and conditions as it deems appropriate, by a resolution adopted prior to the occurrence of the Change Transaction, that, for some period of time prior to or after such event, such Option shall be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in Section 4.3(a) above, Section 4.3(b) above and/or any installment provisions of such Option. ARTICLE V EXERCISE OF OPTIONS SECTION 5.1 PERSON ELIGIBLE TO EXERCISE 6 During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee and shall not be assignable or transferable by the Optionee. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when such portion becomes unexercisable under sections 4.4 or 4.6 above, be exercised by his personal representative or by any person empowered to do so under the deceased Optionee's will or under the then applicable laws of descent and distribution. SECTION 5.2 PARTIAL EXERCISE At any time and from time to time prior to the time when any exercisable Option or exercisable portion thereof becomes unexercisable under sections 4.4 or 4.6 above, such Option or portion thereof may be exercised in whole or in part; provided, however, that the Company shall not be required to issue fractional shares and the Plan Administrator may, by the terms of the specific Stock Option Agreement, require any partial exercise to be with respect to a specified minimum number of shares. SECTION 5.3 MANNER OF EXERCISE An exercisable Option, or any exercisable portion thereof, may be exercised solely by delivery to the secretary of the Company or his office of all of the following prior to the time when such Option or such portion becomes unexercisable under sections 4.4 or 4.6 above: (a) Notice in writing signed by the Optionee or other person then entitled to exercise such Option or portion, stating that such Option or portion is exercised (and such notice must comply with all applicable rules established by the Plan Administrator); and (b) Subject to section 5.4 below, full payment (in cash or by check) for the shares with respect to which such Option or portion is thereby exercised; and (c) Such representations and documents as the Plan Administrator, in its absolute discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations. The Plan Administrator may in its absolute discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer orders to transfer agents and registrars; and (d) In the event that the Option or portion thereof shall be exercised pursuant to section 5.1 above by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereof. SECTION 5.4 LOANS OR GUARANTEE OF LOANS The Plan Administrator may assist any Optionee (including any officer or director) in the exercise of one or more Options under the Plan by (a) authorizing the extension 7 of a loan to such Optionee from the Company, (b) permitting the Optionee to pay the Option price for the purchased Common Stock in installments over a period of years or (c) authorizing a guarantee by the Company of a third-party loan to the Optionee. The terms of any loan, installment method of payment or guarantee (including the interest rate and terms of repayment) will be established by the Plan Administrator in its sole discretion. Loans, installment payments and guarantees may be granted without security or collateral. SECTION 5.5 DEATH Upon the death of an Employee, any Option which he holds may be exercised at least six (6) months after the date of his death by the Employee's representative or by any other person entitled to exercise such Option under his will or the laws of intestate succession. SECTION 5.6 DISABILITY Upon the permanent and total disability of an Employee (as defined in section 22(e)(3) of the Code), any Option which he holds may be exercised by him at least six (6) months after the date of his termination of employment resulting from such disability. SECTION 5.7 RETIREMENT Upon the voluntary retirement of an Employee at or after reaching sixty-five (65) years of age, an Option may be exercised by him with respect to all or any portion of the balance of the Common Stock subject thereto at least thirty (30) days after the date of his retirement. The Option shall terminate upon the expiration of such period unless the Employee dies prior to that expiration date, in which event he shall be deemed to have died on the date of his retirement. SECTION 5.8 TERMINATION OF EMPLOYMENT In the event an Employee leaves the employ of the Company for any reason other than as set forth in sections 5.5 through 5.7 above, any Option which he holds may be exercised by him at least (30) days within such period after the date of his termination of employment. SECTION 5.9 SECURITIES LAW REQUIREMENTS (a) The Plan Administrator may require an Employee, as a condition of either the grant or the exercise of an Option, to represent and establish to the satisfaction of the Plan Administrator that all shares of Common Stock acquired upon the exercise of such Option will be acquired for investment and not for resale. The Plan Administrator may permit the sale or other disposition of any Common Stock acquired pursuant to any such representation if it is satisfied that such sale or other disposition would not be in contravention of applicable state or federal securities law. 8 (b) No shares of Common Stock shall issue upon the exercise of any Option if counsel for the Company determines that there has not been met any applicable registration requirement under the Securities Act of 1933, or the Securities Exchange Act of 1934, any applicable listing requirement of any stock exchange on which the Common Stock is listed or any other applicable provision of state or federal law. SECTION 5.10 RIGHTS AS SHAREHOLDERS (a) An Optionee shall not be, nor have any of the rights or privileges of shareholders of the Company in respect of any shares issuable upon the exercise of any part of an Option unless and until certificates representing such shares have been issued by the Company to such holders. (b) Security holders shall receive a copy of the Company's financial statements at least annually. SECTION 5.11 TRANSFER RESTRICTIONS The Plan Administrator, in its absolute discretion, may impose such restrictions on the transferability of the shares issuable upon the exercise of an Option as it deems appropriate and any such restriction shall be set forth in the Stock Option Agreement and may be referred to on the certificates evidencing such shares. The Plan Administrator may require the Employee to give the Company prompt notice of any disposition of shares of Common Stock, acquired by exercise of an Option, within two years from the date of granting such Option or one year after the transfer of such shares to such Employee. The Plan Administrator may direct that the certificates evidencing shares acquired by exercise of an Option refer to such requirement to give prompt notice of disposition. SECTION 5.12 REPURCHASE RIGHTS The shares of Common Stock acquired upon the exercise of an Option may be subject to one or more repurchase rights of the Company upon the terms provided in each individual Stock Option Agreement. ARTICLE VI ADMINISTRATION SECTION 6.1 DUTIES AND POWERS OF PLAN ADMINISTRATOR The Plan Administrator shall have full power and authority to interpret the Plan and to adopt such rules for the administration, interpretation and application of the Plan as are consistent with the Plan and to interpret, amend or revoke any such rules. Before any director is granted an Option pursuant to section 3.1 above, the Plan Administrator must first satisfy the requirements of California Corporations Code section 310. 9 SECTION 6.2 MAJORITY RULE The Plan Administrator shall act by a majority of its members in office and the Plan Administrator may act either by vote at a meeting or by a memorandum or other written instrument signed by a majority of its members. SECTION 6.3 COMPENSATION; PROFESSIONAL ASSISTANCE; GOOD FAITH ACTIONS Directors serving as Plan Administrator shall not receive compensation for their services in administering the Plan, but all expenses and liabilities they incur in connection with the administration of the Plan shall be borne by the Company. The Plan Administrator may employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Plan Administrator, the Company and its officers and directors, shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Plan Administrator in good faith shall be final and binding upon the Optionee, the Company and all other interested persons. The Plan Administrator shall not be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or any Option and all directors serving as Plan Administrator shall be fully protected and indemnified by the Company in respect to any such action, determination or interpretation. ARTICLE VII MISCELLANEOUS PROVISIONS SECTION 7.1 OPTION NOT TRANSFERABLE No Option or interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) and any attempted disposition thereof shall be null and void and of no effect; provided, however, that nothing in this section 7.1 shall prevent transfer by will or by the applicable laws of descent and distribution. SECTION 7.2 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN The Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Plan Administrator. However, without approval of the Company's shareholders given within 12 months before or after the action by the Plan Administrator, no action of the Plan Administrator may increase the limit imposed in section 2.1 on the maximum number of shares which may be issued on exercise of Options, modify the eligibility requirements of section 3.1, reduce the minimum Option price requirements in section 4.2(a) or extend the limit imposed in this section 7.2 on the period during which an Option may be granted. Neither the amendment, suspension nor termination of the Plan shall, without the consent of the Optionee, alter or impair any rights or obligations 10 under any Option granted before such event. No Option may be granted during any period of suspension nor after termination of the Plan, and in no event may any Option be granted under this Plan after the first to occur of the following events: (a) The expiration of ten years from the date the Plan is adopted by the Plan Administrator; or (b) The expiration of ten years from the date the Plan in approved by the Company's shareholders under section 7.3. SECTION 7.3 APPROVAL OF PLAN BY SHAREHOLDERS This Plan will be submitted for the approval of the Company's shareholders within twelve (12) months after the date of initial adoption of the Plan by the Company's Board of Directors. An Option may be granted prior to such shareholder approval; provided, however, that such Option shall not be exercisable prior to the time when the Plan is approved by the shareholders; provided, further, that if such approval has not been obtained at the end of that twelve-month period, an Option previously granted under the Plan shall thereupon be cancelled and become null and void. SECTION 7.4 EFFECT OF PLAN UPON OTHER OPTIONS AND COMPENSATION PLANS The adoption of this Plan shall not affect any other compensation or incentive plans in effect for the Company or any Subsidiary or Parent Corporation. Nothing in this Plan shall be construed to limit the rights of the Company or any Subsidiary or Parent Corporation (a) to establish any other forms of incentives or compensation for Employees of the Company or any Subsidiary or Parent Corporation or (b) to grant or assume options otherwise than under this Plan in connection with any proper corporate purpose, including, but not by way of limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, firm or association. SECTION 7.5 TITLES Titles are provided in this Plan for convenience only and are not to serve as a basis for interpretation or construction of the Plan. SECTION 7.6 EFFECTIVE DATE The Plan shall be effective as of January 1, 1995, provided that within the twelve-month period described in section 7.3 above, it is approved at a duly called meeting of the shareholders by the vote of the holders of a majority of the shares present, or represented, and entitled to vote at such meeting; or by the written consent of the holders of a majority of the shares entitled to vote. Options may be granted but may not be exercised prior to shareholder approval. 11 I hereby certify that the foregoing Plan was duly approved by the shareholders of MEDIAMATICS, INC. effective as of January 1, 1995. /s/ Premnath Viswanath ------------------------------ Premnath Viswanath, President Attest: /s/ Partha Srinivasan - ------------------------------ Partha Srinivasan, Secretary 12 EX-10.2 4 EXH. 10.2 EXHIBIT 10.2 1997 STOCK OPTION PLAN OF MEDIAMATICS, INC.(1) MEDIAMATICS, Inc., a California corporation, hereby adopts this Stock Option Plan for the full-time, salaried officers and Employees of the Company. The purposes of this Plan are as follows: (1) To further the growth, development and financial success of the Company by providing additional incentives to its officers and Employees who have been or will be given responsibility for the management or administration of the Company's business affairs, or who are considered to have contributed meaningfully to the success of the Company, by assisting them to become owners of common stock of the Company and thus to benefit directly from its growth, development and financial success. (2) To enable the Company to obtain and retain the services of the type of professional, technical, managerial and other employees considered essential to the long-range success of the Company by providing and offering them an opportunity to become owners of common stock of the Company under options, some of which are intended to qualify as "incentive stock options" under section 422 of the Internal Revenue Code of 1986, as amended. ARTICLE I DEFINITIONS Whenever the following terms are used in this Plan, they shall have the meaning specified below unless the context clearly indicates to the contrary. 1.1 COMPANY "Company" shall mean MEDIAMATICS, INC. 1.2 PLAN ADMINISTRATOR "Plan Administrator" shall mean the Board of Directors of the Company or a committee of three (3) or more members of the Board appointed by the Board to administer the Plan. - -------------------- (1) This plan was assumed by National Semiconductor Corporation on March 17, 1997. In connection therewith, upon the exercise of an outstanding option under this plan, the holder of the option will receive .1757012 shares of common stock of National Semiconductor Corporation per share of common stock of Mediamatics, Inc. underlying the holder's option. Members of the committee shall serve for such period of time as the Board may determine and shall be subject to removal by the Board at any time. The Board may at any time terminate the functions of the committee and reassume all powers and authority previously delegated to the committee. 1.3 EMPLOYEE "Employee" shall mean any employee (as defined in accordance with the Regulations and Revenue Rulings then applicable under section 3401(c) of the Code) of the Company, or of any corporation which is then a Parent Corporation or a Subsidiary, whether such employee is so employed at the time this Plan is adopted or becomes so employed subsequent to the adoption of this Plan. 1.4 CODE "Code" shall mean the Internal Revenue Code of 1986, as amended. 1.5 INCENTIVE STOCK OPTION "Incentive Stock Option" shall mean an Option which qualifies under section 422 of the Code and which is designated as an Incentive Stock Option by the Plan Administrator. 1.6 NON-STATUTORY OPTION "Non-Statutory Option" shall mean an Option which is not an Incentive Stock Option and which is designated as a Non-Statutory Option by the Board. 1.7 COMMON STOCK "Common Stock" shall mean the Company's no par value common stock. 1.8 OPTION "Option" shall mean an option to purchase common stock, no par value, of the Company, granted under the Plan. 1.9 OPTIONEE "Optionee" shall mean an Employee to whom an option is granted under the Plan. 1.10 PLAN "Plan" shall mean this 1997 Stock Option Plan -2- 1.11 PARENT CORPORATION "Parent Corporation" shall mean any corporation in an unbroken chain of corporations ending with the Company if each of the corporations other than the Company then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 1.12 SUBSIDIARY "Subsidiary" shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 1.13 PRONOUNS The masculine pronoun shall include the feminine and neuter and the singular shall include the plural, where the context so indicates. ARTICLE II SHARES SUBJECT TO PLAN 2.1 SHARES SUBJECT TO PLAN There shall be reserved for issue upon the exercise of options granted under the Plan two million four hundred thirty eight thousand five hundred (2,438,500) shares of Common Stock. 2.2 LIMITATION ON INCENTIVE STOCK OPTION GRANTS Subject to the overall limitations of section 2.1 above, the maximum aggregate fair market value (determined as of the time the Option is granted) of the Common Stock for which any officer or Employee may be granted an Incentive Stock option which either becomes exercisable or vests for the first time in any calendar year under the Plan shall not exceed One Hundred Thousand Dollars ($100,000) with respect to such Employee. 2.3 UNEXERCISED OPTION If any Option expires or is canceled without having been fully exercised, the number of shares subject to such Option but as to which such Option was not exercised prior to its expiration or cancellation may again be subject to Options granted under this Plan, subject to the limitations of sections 2.1 and 2.2 above. -3- ARTICLE III GRANTING OF OPTIONS 3.1 ELIGIBILITY Any full-time, salaried officer or full-time Employee of the Company shall be eligible to be granted an Option, except as provided in section 3.2; and provided that no director of the Company who is not also an eligible Employee whose customary work week consists of at least forty (40) hours in the employ of the Company (or a Parent or Subsidiary) shall be eligible to receive an Option under this Plan. 3.2 QUALIFICATION OF INCENTIVE STOCK OPTION No Incentive Stock Option shall be granted unless such Option, when granted, qualifies as an "incentive stock option" under section 422 of the Code. 3.3 GRANTING OF OPTION (a) The Plan Administrator shall from time to time, in its absolute discretion: (i) Determine which Employees are eligible under the Plan and select from among these Employees such of them as in its opinion should be granted an Option; and (ii) Determine the number of shares to be subject to such Option granted to such selected eligible Employees, and determine whether such Option is to be an Incentive Stock Option or a Non-Statutory Option; and (iii) Determine the terms and conditions of such Option, consistent with the Plan. (b) No Option shall be granted to any Employee who, at the time such Option would be granted, owns Common Stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, or of any Parent or Subsidiary, unless the Option price (as provided in section 4.2) is not less than one hundred ten percent (110%) of the fair market value of the Common Stock on the date the Option is granted and the period within which the Option may be exercised (as provided in section 4.4 below) does not exceed five (5) years from the date the Option is granted. -4- ARTICLE IV TERMS OF OPTION 4.1 OPTION AGREEMENT Each Option shall be evidenced by a written Stock Option Agreement, which shall be executed by the Optionee and an authorized officer of the Company and which shall contain such terms and conditions as the Plan Administrator shall determine, consistent with the Plan. Each Incentive Stock Option Agreement shall contain such terms and conditions as may be necessary to qualify such Option as an "incentive stock option" under section 422 of the Code. 4.2 OPTION PRICE (a) The price of the shares subject to each Option shall be set by the Plan Administrator; provided, however, that the price per share shall not be less than one hundred ten percent (110%) of the fair market value of such shares on the date such Option is granted in the case of an individual then owning (within the meaning of section 424(d) of the Code) more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, any Subsidiary or any Parent Corporation. (b) For the purpose of section 4.2 (a) above, the fair market value of a share of the Company's Common Stock on the date the Option is granted shall be: (i) the closing price of a share of the Company's Common Stock on the principal exchange on which shares of the Company's Common Stock are then trading, if any, on such date, or, if shares were not traded on such date, then on the next preceding trading day during which a sale occurred; or (ii) if such Common Stock is not traded on an exchange but quoted on Nasdaq or a successor quotation system, (1) the last sale price (if the Common Stock is then listed as a National Market Issue under the NASD National Market System) or (2) the mean between the closing representative bid and asked prices (in all other cases) for the Common Stock on such date as reported by Nasdaq or such successor quotation system; or (iii) if such Common Stock is not publicly traded on an exchange and not quoted on Nasdaq or a successor quotation system, the mean between the closing bid and asked prices for the Common Stock on such date as determined in good faith by the Plan Administrator; or (iv) if the Company's Common Stock is not publicly traded, the fair market value established by the Plan Administrator acting in good faith considering book value, earnings history and prospects of the Company in light of market conditions generally. 4.3 COMMENCEMENT OF EXERCISABILITY (a) At a minimum, the Optionee shall have the right to exercise the Option at the rate of at least twenty percent (20%) per year over five (5) years from the date the Option is granted. -5- (b) Subject to the provisions of sections 4.3(a), 4.3(c) and 7.3 of this Plan, each Option shall become exercisable at such time and in such installments (which may be cumulative) as the Plan Administrator shall provide in the terms of each individual Stock Option Agreement; provided, however, that by a resolution adopted after an Option is granted the Plan Administrator may, on such terms and conditions as it may determine to be appropriate and subject to sections 4.3(a), 4.3(c) and 7.3 of this Plan, accelerate the time at which such Option or any portion thereof may be exercised. (c) No portion of an Option which is unexercisable at the time of Employee's death, disability (as defined in section 5.6 below), retirement (as defined in Section 5.7 below) or termination of employment (as defined in section 5.8 below) shall thereafter become exercisable. 4.4 EXPIRATION OF OPTIONS The period or periods within which an Option may be exercised shall be determined by the Plan Administrator at the time the Option is granted but shall in no event exceed ten (10) years from the date the Option is granted. 4.5 CONSIDERATION In consideration of the granting of the Option, the Optionee shall agree, in the written Stock Option Agreement, to remain in the employ of the Company or a Subsidiary for a period of not less than one year after the option is granted. Nothing in this Plan or in any Stock Option Agreement under this Plan shall confer upon any Optionee any right to continue in the employ of the Company or any Subsidiary or Parent Corporation or shall interfere with or restrict in any way the rights of the Company and any Subsidiary or Parent Corporation, which are hereby expressly reserved, to discharge any Optionee at any time for any reason whatsoever, with or without good cause. 4.6 MERGER, CONSOLIDATION ACQUISITION, LIQUIDATION OR DISSOLUTION In its absolute discretion and on such terms and conditions as it deems appropriate, the Plan Administrator may provide by a resolution adopted prior to the occurrence of a Change Transaction (as defined herein) that Options outstanding hereunder may be (A) exercised after (i) the merger, consolidation or other reorganization of the Company (whether or not the Company is the surviving or continuing corporation thereafter), (ii) the acquisition by another person, corporation or other entity of all or substantially all of the Company's assets or 80% or more of the Company's then outstanding voting stock or (iii) the liquidation or dissolution of the Company (a "Change Transaction"), for the same consideration that would have been received by the Optionees in such Change Transaction had such Optionees exercised their respective Options immediately prior to the consummation of such Change Transaction or the record date therefor or (B) terminated upon the occurrence of such Change Transaction. The Plan Administrator may also provide, in its absolute discretion and on such terms and -6- conditions as it deems appropriate, by a resolution adopted prior to the occurrence of the Change Transaction, that, for some period of time prior to or after such event, such Option shall be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in Section 4.3(a) above, Section 4.3(b) above and/or any installment provisions of such Option. ARTICLE V EXERCISE OF OPTIONS 5.1 PERSON ELIGIBLE TO EXERCISE During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee and shall not be assignable or transferable by the Optionee. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when such portion becomes unexercisable under sections 4.4 or 4.6 above, be exercised by his personal representative or by any person empowered to do so under the deceased Optionee's will or under the then applicable laws of descent and distribution. 5.2 PARTIAL EXERCISE At any time and from time to time prior to the time when any exercisable Option or exercisable portion thereof becomes unexercisable under sections 4.4 or 4.6 above, such Option or portion thereof may be exercised in whole or in part; provided, however, that the Company shall not be required to issue fractional shares and the Plan Administrator may, by the terms of the specific Stock Option Agreement, require any partial exercise to be with respect to a specified minimum number of shares. 5.3 MANNER OF EXERCISE An exercisable Option, or any exercisable portion thereof, may be exercised solely by delivery to the secretary of the Company or his office of all of the following prior to the time when such Option, or such portion becomes unexercisable under sections 4.4 or 4.6 above: (a) Notice in writing signed by the Optionee or other person then entitled to exercise such Option or portion, stating that such Option or portion is exercised (and such notice must comply with all applicable rules established by the Plan Administrator); and (b) Subject to section 5.4 below, full payment (in cash or by check) for the shares with respect to which such Option or portion is thereby exercised; and (c) Such representations and documents as the Plan Administrator, in its absolute discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations. The Plan Administrator may in its absolute discretion, also take whatever -7- additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop transfer orders to transfer agents and registrars; and (d) In the event that the Option or portion thereof shall be exercised pursuant to section 5.1 above by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereof. 5.4 LOANS OR GUARANTEE OF LOANS The Plan Administrator may assist any Optionee (including any officer or director) in the exercise of one or more Options under the Plan by (a) authorizing the extension of a loan to such Optionee from the Company, (b) permitting the Optionee to pay the Option price for the purchased Common Stock in installments over a period of years or (c) authorizing a guarantee by the Company of a third-party loan to the Optionee. The terms of any loan, installment method of payment or guarantee (including the interest rate and terms of repayment) will be established by the Plan Administrator in its sole discretion. Loans, installment payments and guarantees may be granted without security or collateral. 5.5 DEATH Upon the death of an Employee, any Option which he holds may be exercised at least six (6) months after the date of his death by the Employee's representative or by any other person entitled to exercise such Option under his will or the laws of intestate succession. 5.6 DISABILITY Upon the permanent and total disability of an Employee (as defined in section 22(e)(3) of the Code), any Option which he holds may be exercised by him at least six (6) months after the date of his termination of employment resulting from such disability. 5.7 RETIREMENT Upon the voluntary retirement of an Employee at or after reaching sixty- five (65) years of age, an Option may be exercised by him with respect to all or any portion of the balance of the Common Stock subject thereto at least thirty (30) days after the date of his retirement. The Option shall terminate upon the expiration of such period unless the Employee dies prior to that expiration date, in which event he shall be deemed to have died on the date of his retirement. 5.8 TERMINATION OF EMPLOYMENT -8- In the event an Employee leaves the employ of the Company for any reason other than as set forth in sections 5.5 through 5.7 above, any Option which he holds may be exercised by him at least (30) days within such period after the date of his termination of employment. 5.9 SECURITIES LAW REQUIREMENTS (a) The Plan Administrator may require an Employee, as a condition of either the grant or the exercise of an Option, to represent and establish to the satisfaction of the Plan Administrator that all shares of Common Stock acquired upon the exercise of such Option will be acquired for investment and not for resale. The Plan Administrator may permit the sale or other disposition of any Common Stock acquired pursuant to any such representation if it is satisfied that such sale or other disposition would not be in contravention of applicable state or federal securities law. (b) No shares of Common Stock shall issue upon the exercise of any Option if counsel for the Company determines that there has not been met any applicable registration requirement under the Securities Act of 1933, or the Securities Exchange Act of 1934, any applicable listing requirement of any stock exchange on which the Common Stock is listed or any other applicable provision of state or federal law. 5.10 RIGHTS AS SHAREHOLDERS (a) An Optionee shall not be, nor have any of the rights or privileges of shareholders of the Company in respect of any shares issuable upon the exercise of any part of an Option unless and until certificates representing such shares have been issued by the Company to such holders. (b) Security holders shall receive a copy of the Company's financial statements at least annually. 5.11 TRANSFER RESTRICTIONS The Plan Administrator, in its absolute discretion, may impose such restrictions on the transferability of the shares issuable upon the exercise of an Option as it deems appropriate and any such restriction shall be set forth in the Stock Option Agreement and may be referred to on the certificates evidencing such shares. The Plan Administrator may require the Employee to give the Company prompt notice of any disposition of shares of Common Stock, acquired by exercise of an Option, within two years from the date of granting such option or one year after the transfer of such shakes to such Employee. The Plan Administrator may direct that the certificates evidencing shares acquired by exercise of an Option refer to such requirement to give prompt notice of disposition. 5.12 REPURCHASE RIGHTS -9- The shares of Common Stock acquired upon the exercise of an Option may be subject to one or more repurchase rights of the Company upon the terms provided in each individual Stock Option Agreement. ARTICLE VI ADMINISTRATION 6.1 DUTIES AND POWERS OF PLAN ADMINISTRATOR The Plan Administrator shall have full power and authority to interpret the Plan and to adopt such rules for the administration, interpretation and application of the Plan as are consistent with the Plan and to interpret, amend or revoke any such rules. Before any director is granted an Option pursuant to section 3.1 above, the Plan Administrator must first satisfy the requirements of California Corporations Code section 310. 6.2 MAJORITY RULE The Plan Administrator shall act by a majority of its members in office and the Plan Administrator may act either by vote at a meeting or by a memorandum or other written instrument signed by a majority of its members. 6.3 COMPENSATION; PROFESSIONAL ASSISTANCE; GOOD FAITH ACTIONS Directors serving as Plan Administrator shall not receive compensation for their services in administering the Plan, but all expenses and liabilities they incur in connection with the administration of the Plan shall be borne by the Company. The Plan Administrator may employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Plan Administrator, the Company and its officers and directors, shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Plan Administrator in good faith shall be final and binding upon the Optionee, the Company and all other interested persons. The Plan Administrator shall not be personally liable f or any action, determination or interpretation made in good faith with respect to the Plan or any Option and all directors serving as Plan Administrator shall be fully protected and indemnified by the Company in respect to any such action, determination or interpretation. ARTICLE VII MISCELLANEOUS PROVISIONS 7.1 OPTION NOT TRANSFERABLE -10- No Option or interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) and any attempted disposition thereof shall be null and void and of no effect; provided, however, that nothing in this section 7.1 shall prevent transfer by will or by the applicable laws of descent and distribution. 7.2 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN The Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Plan Administrator. However, without approval of the Company's shareholders given within 12 months before or after the action by the Plan Administrator, no action of the Plan Administrator may, increase the limit imposed in Section 2.1 on the maximum number of shares which may be issued on exercise of Options, modify the eligibility requirements of Section 3.1, reduce the minimum option price requirement in section 4.2(a) or extend the limit imposed in this Section 7.2 on the period during which an Option may be granted. Neither the amendment, suspension nor termination of the Plan shall, without the consent of the Optionee, alter or impair any rights, or obligations under any Option granted before such event. No Option may be granted during any period of suspension nor after termination of the Plan, and in no event may any Option be granted under this Plan after the first to occur of the following events: (a) The expiration of ten years from the date the Plan is adopted by the Plan Administrator; or (b) The expiration of ten years from the date the Plan is approved by the Company's shareholders under Section 7.3. 7.3 APPROVAL OF PLAN BY SHAREHOLDERS This Plan will be submitted for the approval of the Company's shareholders within twelve (12) months after the date of initial adoption of the Plan by the Company's Board of Directors. An Option may be granted prior to such shareholder approval; provided, however, that such Option shall not be exercisable prior to the time when the Plan is approved by the shareholders; provided, further, that if such approval has not been obtained at the end of that twelve-month period, an Option previously granted under the Plan shall thereupon be canceled and become null and void. 7.4 EFFECT OF PLAN UPON OTHER OPTIONS AND COMPENSATION PLANS The adoption of this Plan shall not affect any other compensation or incentive plans in effect for the Company or any Subsidiary or Parent Corporation. Nothing in this Plan shall be -11- construed to limit the rights of the Company or any Subsidiary or Parent Corporation (a) to establish any other forms of incentives or compensation for Employees of the Company or any Subsidiary or Parent Corporation or (b) to grant or assume options otherwise than under this Plan in connection with any proper corporate purpose, including, but not by way of limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, firm or association. 7.5 TITLES Titles are provided in this Plan for convenience only and are not to serve as a basis for interpretation or construction of the Plan. 7.6 EFFECTIVE DATE The Plan shall be effective as of February 26, 1997, provided that within the twelve-month period described in section 7.3 above, it is approved at a duly called meeting of the shareholders by the vote of the holders of a majority of the shares present, or represented, and entitled to vote at such meeting; or by the written consent of the holders of a majority of the shares entitled to vote. Options may be granted but may not be exercised prior to shareholder approval. -12- I hereby certify that the foregoing Plan was duly approved by the shareholders of MEDIAMATICS, INC. effective as of February 26, 1997. /s/ Premnath Viswanath ------------------------------ Premnath Viswanath, President Attest: /s/ Partha Srinivasan - ------------------------------ Partha Srinivasan, Secretary -13- EX-23.1 5 EXH. 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- The Board of Directors and Shareholders National Semiconductor Corporation: We consent to the incorporation by reference in the Registration Statement dated March 17, 1997 on Form S-8 of National Semiconductor Corporation of our reports, which reports appear or are incorporated by reference in the May 26, 1996 annual report on Form 10-K of National Semiconductor Corporation. Our report refers to a change in the method of accounting for depreciation in 1996 and a change in accounting for certain costs in inventory in 1994. /s/ KPMG Peat Marwick LLP San Jose, California March 14, 1997 EX-24.1 6 EXH. 24.1 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned persons hereby constitutes and appoints Brian L. Halla, Donald Macleod, and John M. Clark III, and each of them singly, his true and lawful attorney-in-fact and in his name, place, and stead, and in any and all of his offices and capacities with National Semiconductor Corporation, to sign the Registration Statement with which this Power of Attorney is filed, and any and all amendments to said Registration Statement, and generally to do and perform all things and acts necessary or advisable in connection therewith, and each of the undersigned hereby ratifies and confirms all that each of said attorneys-in-fact may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has hereunto executed this Power of Attorney as of the date set forth opposite his signature. SIGNATURE DATE --------- ---- /s/ BRIAN L. HALLA February 24, 1997 - ------------------------------ Brian L. Halla /s/ GARY P. ARNOLD February 23, 1997 - ------------------------------ Gary P. Arnold /s/ ROBERT BESHAR February 20, 1997 - ------------------------------ Robert Beshar /s/ MODESTO A. MAIDIQUE February 23, 1997 - ------------------------------ Modesto A. Maidique /s/ EDWARD R. McCRACKEN February 21, 1997 - ------------------------------ Edward R. McCracken /s/ J. TRACY O'ROURKE February 20, 1997 - ------------------------------ J. Tracy O'Rourke /s/ CHARLES E. SPORCK February 25, 1997 - ------------------------------ Charles E. Sporck /s/ DONALD E. WEEDEN February 24, 1997 - ------------------------------ Donald E. Weeden /s/ DONALD MACLEOD February 20, 1997 - ------------------------------ Donald Macleod /s/ RICHARD D. CROWLEY, JR. February 20, 1997 - ------------------------------ Richard D. Crowley, Jr. -----END PRIVACY-ENHANCED MESSAGE-----