-----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, Sv7Y3p86LMm5Btx/OsRp53mhBCYrrfseAAhMEwr8fVnrpcyEUzXHQF1Ahm7XufS5 SaekNfESrOxNhuLwqoQRLg== 0000725182-96-000004.txt : 19960131 0000725182-96-000004.hdr.sgml : 19960131 ACCESSION NUMBER: 0000725182-96-000004 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960129 EFFECTIVENESS DATE: 19960217 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AST RESEARCH INC /DE/ CENTRAL INDEX KEY: 0000725182 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 953525565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00487 FILM NUMBER: 96507832 BUSINESS ADDRESS: STREET 1: 16215 ALTON PKWY CITY: IRVINE STATE: CA ZIP: 92718 BUSINESS PHONE: 7147274141 S-8 1 As Filed With the Securities and Exchange Commission on January 26, 1996 Registration No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON. D.C. 20549 _________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________ AST RESEARCH, INC. (Exact name of registrant as specified in its charter) DELAWARE 95-3525565 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 16215 ALTON PARKWAY, IRVINE, CALIFORNIA 92718 (Address of Principal Executive Offices) (Zip Code) ________________________ PRESIDENT'S PLAN (Full title of the plan) ________________________ Ian W. Diery, President and Chief Executive Officer AST Research, Inc. 16215 Alton Parkway Irvine, California 92718 (Name and address of agent for service) (714) 727-4141 (Telephone number, including area code, of agent for service) Copy to: Nick E. Yocca, Esq. Stradling, Yocca, Carlson & Rauth, a Professional Corporation 660 Newport Center Drive, Suite 1600, Newport Beach, California 92660 CALCULATION OF REGISTRATION FEE
===================================================================================================== Proposed Maximum Proposed Maximum Title of Securities Amount To Be Offering Aggregate Offering Amount of To Be Registered Registered (1) Price Per Share Price Registration Fee ===================================================================================================== Common Stock, 1,000,000 $9.375 (2) $9,375,000.00 (2) $3,233.00 $0.01 par value shares =====================================================================================================
(1) Includes such additional shares of Common Stock that may become issuable pursuant to the anti-dilution adjustment provisions of the President's Plan (the "Plan"). (2) In accordance with Rule 457(h), the aggregate offering price of 1,000,000 shares of Common Stock registered hereby which would be issued upon exercise of options granted under the Plan is based upon the per share exercise price of such options. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. - ------------------------------------------------- The following documents are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for its fiscal year ended July 1, 1995. (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995. (c) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the Prospectus referred to in (a) above. (d) The description of the Registrant's Common Stock that is contained in the Registrant's Registration Statement on Form 8-B filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating that description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all of such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents, except as to any portion of any future annual or quarterly report to stockholders or document that is not deemed filed under such provisions. For the purposes of this registration statement, any statement in a document incorporated by reference shall be deemed to be modified or superseded to the extent that a statement contained in this registration statement modifies or supersedes a statement in such document. Any 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. - ----------------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel. - ------------------------------------------------ Not applicable. Item 6. Indemnification of Directors and Officers. - --------------------------------------------------- (a) As permitted by the Delaware General Corporation Law, the Registrant's Certificate of Incorporation eliminates the liability of directors to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent otherwise required by the Delaware General Corporation Law. (b) The Certificate of Incorporation provides that the Registrant will indemnify each person who was or is made a party to any proceeding by reason of the fact that such person is or was a director or officer of the Registrant against all expense, liability and loss reasonably incurred or suffered by such person in connection therewith to the fullest extent authorized by the Delaware General Corporation Law. The Registrant's Bylaws provide for a similar indemnity to directors and officers of the Registrant to the fullest extent authorized by the Delaware General Corporation Law. (c) The Certificate of Incorporation also gives the Registrant the ability to enter into indemnification agreements with each of its officers and directors. The Registrant has entered into indemnification agreements with each of its directors and executive officers. The indemnification agreements provide for the indemnification of directors and officers of the Registrant against any and all expenses, judgments, fines, penalties and amounts paid in settlement, to the fullest extent permitted by law. Item 7. Exemption from Registration Claimed. - --------------------------------------------- Not applicable. Item 8. Exhibits. - ------------------ The following exhibits are filed as part of this Registration Statement:
Number Description ------ ----------- 4.1 AST Research, Inc. President's Plan (comprised of resolutions adopted by the Board of Directors of the Registrant on November 2, 1995). 4.2 Form of Nonqualified Stock Option Agreement issued to Ian W. Diery on November 2, 1995 covering an aggregate of 300,000 shares of Common Stock under the President's Plan. 4.3 Form of Nonqualified Stock Option Agreement issued to Ian W. Diery on November 2, 1995 covering an aggregate of 700,000 shares of Common Stock under the President's Plan. 5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Counsel to the Registrant. 23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional Corporation (included in the Opinion filed as Exhibit 5.1). 23.2 Consent of Ernst & Young LLP, independent auditors. 24.1 Power of Attorney (included on signature page to the Registration Statement at page S-1).
Item 9. Undertakings. - ---------------------- (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; (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 if the information required to be included in a post-effective amendment by these paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under 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. (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 the registration statement 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. (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 Securities 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 Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Irvine, State of California, on the 26th day of January, 1996. AST RESEARCH, INC. By: Ian Diery President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of AST Research, Inc., do hereby constitute and appoint Ian W. Diery and Dennis R. Leibel, or either of them, our true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date - --------- ----- ---- Ian W. Diery President, Chief Executive January 26, 1996 Officer and Director (Principal Executive Officer and Acting Principal Financial Officer) Mark P. de Raad Vice President, Controller and January 26, 1996 Principal Accounting Officer (Principal Accounting Officer) Safi U. Qureshey Chairman of the Board and Director January 26, 1996 Hoon Choo Director January 26, 1996 Richard J. Goeglein Director January 26, 1996 Kwang-Ho Kim Director January 26, 1996 Young Soo Kim Director January 26, 1996 Jack W. Peltason Director January 26, 1996 Carmelo J. Santoro Director January 26, 1996 Won Suk Yang Director January 26, 1996 Hee Dong Yoo Director January 26, 1996 EX-4.1 2 UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF AST RESEARCH, INC. NOVEMBER 2, 1995 The undersigned, constituting the entire Board of Directors of AST Research, Inc., a Delaware corporation (the "Corporation"), acting pursuant to the authority of Section 141(f) of the General Corporation Law of the State of Delaware, hereby adopt the following recitals and resolutions: Authorized Number of Directors WHEREAS, pursuant to subparagraph (b) of Article 5 of the Corporation's Restated Certificate of Incorporation, the Board of Directors may from time to time fix the exact number of directors of the Corporation within a range of not less than five nor more than 13 members of the Board of Directors; and WHEREAS, it has been proposed that the exact number of directors be fixed at eleven (11); NOW, THEREFORE, BE IT RESOLVED, that the size of the Corporation's Board of Directors is hereby fixed at eleven (11) members, subject to further action of this Board of Directors; and RESOLVED FURTHER, that the officers of the Corporation be, and they hereby are, authorized to execute and deliver such documents and instruments and to do and perform such deeds and acts as they may deem necessary or advisable in order to carry out the purposes of these resolutions; and RESOLVED FURTHER, that the Secretary or any Assistant Secretary of the Corporation is hereby authorized by and on behalf of the Corporation to certify as to the adoption of the foregoing resolutions. Election of Ian Diery as a Director WHEREAS, it has been proposed that Ian Diery be elected to the Board of Directors and the election of Mr. Diery to the Board of Directors is deemed to be in the best interests of the Corporation and all of its stockholders; and WHEREAS, the election of Mr. Diery to the Board of Directors will not violate the terms or provisions of the Stockholder Agreement dated as of July 31, 1995 between the Corporation and Samsung Electronics Corporation; NOW, THEREFORE, BE IT RESOLVED, that, acting pursuant to the authority of Article III , Section 3 of the Bylaws of this Corporation, this Board of Directors here appoints Ian Diery to the Corporation's Board of Directors; and RESOLVED FURTHER, that Mr. Diery be named in the slate of management's nominees in the proxy materials submitted to the Securities and Exchange Commission ("SEC") and distributed to stockholders in connection with the Corporation's Annual Meeting of Stockholders scheduled to be held on January 25, 1996. Resignation of Safi U. Qureshey as Chief Executive Officer BE IT RESOLVED, that this Board of Directors hereby accepts the resignation of Safi U. Qureshey as Chief Executive Officer, effective as of November 2, 1995. Election of Ian Diery as President and Chief Executive Officer WHEREAS, it has been proposed that Ian Diery be elected to the office of President and Chief Executive Officer to fill the vacancy created by the resignation of Safi U. Qureshey; NOW, THEREFORE, BE IT RESOLVED, that Ian Diery be, and he hereby is, elected to the corporate office of President and Chief Executive Officer, effective November 2, 1995, subject to further action of this Board of Directors; and RESOLVED FURTHER, that, in order to ensure continued full compliance on the part of this Corporation and its officers with the rules and regulations promulgated by the SEC, including specifically compliance with the reporting and other requirements imposed on affiliates of the Corporation pursuant to Section 16 of the Securities Exchange Act of 1934 (the "1934 Act") and Rule 144 promulgated under the Securities Act of 1933 (the "1933 Act"), Mr. Diery shall be treated by the Corporation as an "affiliate" of the Corporation for purposes of SEC reporting and other requirements, and, accordingly, is hereby instructed to prepare and file a Form 3 within ten (10) days of the effective date of his appointment; and RESOLVED FURTHER, that the terms of Mr. Diery's engagement by the Corporation, as set forth in the letter agreement dated October 31, 1995 (the "Diery Engagement Letter"), a copy of which is attached hereto as Exhibit A and incorporated herein by this reference, be, and they hereby, ratified and confirmed in all respects, and the actions of management in negotiating the terms of Mr. Diery's engagement are hereby ratified and confirmed in all respects; and RESOLVED FURTHER, that the officers of the Corporation be, and they hereby are, authorized to prepare, or cause to be prepared, and to execute and deliver a Severance Compensation Agreement between the Corporation and Mr. Diery, such agreement to provide severance benefits equal to two years' salary and target bonus following any "change in control" transaction and such agreement to be substantially in the form heretofore approved by this Board of Directors, except as may be set forth herein and in the Diery Engagement Letter and except for such changes or modifications as may be approved by the officer or officers executing the same on behalf of the Corporation, such approval to be conclusively evidenced by the execution or delivery thereof. Nonqualified Stock Options under the President's Plan WHEREAS, it has been proposed that this Corporation adopt a plan and issue nonqualified stock options covering an aggregate of 1,000,000 shares of the Corporation's Common Stock, $0.01 par value per share (the "Common Stock"), to Ian Diery, substantially on the terms set forth in the Diery Engagement Letter; and WHEREAS, it is deemed to be in the best interests of this Corporation and all its stockholders that this Corporation adopt such plan and issue options thereunder; NOW, THEREFORE, BE IT RESOLVED, that this Board of Directors hereby adopts a plan to be designated as the "President's Plan," and authorizes the officers of the Corporation to develop and prepare or cause to be developed and prepared the forms of Nonqualified Stock Option Agreements to be used under the President's Plan, and this Board of Directors hereby approves the forms to be so developed and prepared, all of which will cover the option and purchase of up to an aggregate of 1,000,000 shares of the Common Stock to the President of the Corporation; and RESOLVED FURTHER, that these resolutions and the form of Nonqualified Stock Option Agreements used hereunder shall comprise the President's Plan and, pursuant to the President's Plan, nonqualified stock options covering an aggregate of 1,000,000 shares of Common Stock are hereby granted to Ian Diery, exercisable at $9.375 per share, which price is hereby determined to be the per share fair market value of the Common Stock on the date hereof; and RESOLVED FURTHER, that the foregoing grant to Ian Diery of nonqualified stock options shall be effected as more specifically set forth in the Diery Engagement Letter, and shall include the grant to him of nonqualified stock options on the foregoing terms covering an aggregate of 300,000 shares of Common Stock that shall vest ratably over a period of four years from the date hereof and the grant to him of nonqualified stock options on the foregoing terms covering an aggregate of 700,000 shares of Common Stock that shall vest ratably over a period of eight years, subject to earlier vesting as follows: 1/3 of the shares (inclusive of any shares that have already vested) upon the Corporation's stock price reaching (and sustaining for a three-month average) at least $21.00 per share; 1/3 of the shares (inclusive of any shares that have already vested) upon the Corporation's stock price reaching (and sustaining for a three-month average) at least $30.00 per share; and 1/3 of the shares (inclusive of any shares that have already vested) upon the Corporation's stock price reaching (and sustaining for a three-month average) at least $40.00 per share. RESOLVED FURTHER, that these resolutions and the proposed issuance of nonqualified stock options shall comprise an employee stock option plan or agreement for all purposes under theCalifornia Corporations Code, including Section 408(a) thereof, and the U.S. Securities Laws, and that only the Corporation's President, namely Ian Diery, shall be entitled to participate in the President's Plan; and RESOLVED FURTHER, that 1,000,000 shares of the Corporation's Common Stock are hereby reserved for issuance under and pursuant to the terms of the President's Plan and, when the purchase price therefor shall have been received, as determined from time to time by the Corporation, shall be duly and validly issued, fully paid and nonassessable shares of the Corporation's Common Stock, and that the consideration so received for such shares shall be credited to the appropriate Common Stock or other capital accounts of the Corporation; and RESOLVED FURTHER, that the officers of the Corporation be, and they hereby are, authorized and directed to prepare or have prepared a Registration Statement on Form S-8 (the "Registration Statement") under the 1933 Act, relating to the President's Plan covering the shares of Common Stock issuable under the President's Plan, and the appropriate officers of the Corporation are authorized and directed, in the name and on behalf of the Corporation, to execute and cause to be filed with the SEC under the 1933 Act such Registration Statement (including the exhibits listed therein), with such changes therein and additions thereto as such officers may, with the advice of counsel, approve, the filing thereof to be conclusive evidence of their approval, and to execute and cause to be filed with the SEC all such amendments to such Registration Statement and all certificates, exhibits, documents, letters and other instruments in connection therewith as they may, with the advice of counsel, deem necessary or advisable to effect the President's Plan; and RESOLVED FURTHER, that Ian Diery, Chief Executive Officer of the Corporation, is appointed as the Agent for Service of Process for the Corporation to be named in the Registration Statement, with all other powers incident to such appointment; and RESOLVED FURTHER, that the directors hereby appoint Messrs. Ian Diery and Dennis R. Leibel, or either of the them, as the true and lawful attorneys and agents for the Corporation, each with the power of substitution, to do any and all acts and things in the Corporation's name and behalf, and to execute any and all instruments for the Corporation in its name, which said attorneys and agents, or either of them, may deem necessary or advisable to enable this Corporation to comply with the 1933 Act, and any rules, regulations and requirements of the SEC in connection with the Registration Statement, including specifically, but without limitation, power and authority to sign for this Corporation in its name, any and all amendments (including post-effective amendments) thereto; and the Corporation does hereby ratify and confirm all that said attorneys and agents, or their substitute or substitutes, or any one of them, shall do or cause to be done by virtue hereof; and RESOLVED FURTHER, that this Board of Directors hereby deems the grant and issuance of stock options and shares of Common Stock under the President's Plan to be exempt from qualification under the California Corporations Code pursuant to Section 25100(o) thereof; and RESOLVED FURTHER, that the officers of the Corporation be, and each thereof hereby is, authorized to execute and deliver such further documents and instruments and to do and perform such other acts as may be necessary or advisable in order to carry out and perform the purposes and intentions of the foregoing resolutions; and RESOLVED FURTHER, that the Secretary or any Assistant Secretary of the Corporation is authorized to certify and deliver a copy of this resolution, and any one or more of the foregoing resolutions, to such persons, firms or corporations as he may deem necessary or advisable. DATED this 2nd day of November, 1995. Hoon Choo Bruce C. Edwards Richard J. Goeglein Kwang-Ho Kim Young Soo Kim Jack W. Peltason Safi U. Qureshey Carmelo J. Santoro Won Suk Yang Hee Dong Yoo EX-4.2 3 NQO-3585 NONQUALIFIED COMMON STOCK OPTION AGREEMENT THIS NONQUALIFIED COMMON STOCK OPTION AGREEMENT, made this 2nd day of November, 1995, between AST RESEARCH, INC., a Delaware corporation (the "Company"), and Ian Diery, President and Chief Executive Officer of the Company (the "Optionee"), is made with reference to the following facts: RECITALS: --------- A. Optionee is President and Chief Executive Officer of the Company and the grant of the options provided herein was a necessary and material inducement to Optionee to accept such positions. B. The Company desires, by affording the Optionee an opportunity to purchase shares of Common Stock of the Company ("shares"), to provide additional incentives and motivation to Optionee. C. Concurrently herewith, Optionee and the Company are entering into a Severance Compensation Agreement dated November 2, 1995 (the "Severance Compensation Agreement"). NOW, THEREFORE, IN CONSIDERATION of the mutual covenants hereinafter set forth, and for good and valuable consideration, the parties do hereby agree as follows: 1. Grant of Option. ---------------- The Company hereby irrevocably grants to the Optionee the right and option (the "Option") to purchase all or any part of an aggregate of 300,000 shares (subject to adjustment as provided in Paragraph 8 hereof) on the terms and conditions herein set forth. The Option is not an "incentive option" within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"). 2. Purchase Price. --------------- The purchase price of the shares covered by the Option is $9.375 per share, which is not less than the Fair Market Value of the shares as of the date hereof, as determined pursuant to Paragraph 12. 3. Term of Option, Exercisability. ------------------------------- The Option shall commence on the date hereof and all rights to purchase shares hereunder shall cease at 11:59 p.m. on the day before the tenth (10th) anniversary of the date hereof, subject to earlier termination as provided herein. Except as may otherwise be provided in this Agreement, options granted hereunder may be cumulative and exercised as follows: Commencing on: Optionee may purchase: November 2, 1996 75,000 Shares November 2, 1997 75,000 Shares November 2, 1998 75,000 Shares November 2, 1999 75,000 Shares In addition, the exerciseability of the Option may be accelerated in certain circumstances as set forth in Section 4(b) of the Severance Compensation Agreement. In the event of the involuntary employment termination of Optionee by the Company other than for Cause, as defined in Section 3(d) of the Severance Compensation Agreement, Optionee may purchase such additional number of shares as would have become purchasable during the two (2) year period commencing on the date of such termination. Except as provided in Paragraph 5 hereof, the Option may not be exercised unless the Optionee shall have been continuously, from the date hereof to the date of the exercise of the Option, an employee of the Company, its parent, if any, or of one or more of its subsidiaries or a corporation or a parent or subsidiary of a corporation issuing or assuming an option to which Section 425(a) of the Code applies. 4. Nontransferability. ------------------- The Option shall not be transferable otherwise than by will or the laws of descent and distribution, and the Option may be exercised, during the lifetime of the Optionee, only by Optionee. More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as provided in Paragraph 6 hereof), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Option, shall be null and void and without effect. 5. Termination of Employment. -------------------------- In the event that the Optionee ceases to be employed by the Company, or a parent or subsidiary of the Company, or a corporation or a parent or subsidiary of a corporation issuing or assuming an option to which Section 425(a) of the Code applies, the Option shall terminate; provided, however, that if such cessation of employment is other than by reason of death, Disability (as defined in Paragraph 12), termination for Cause (as defined in Section 3(d) of the Severance Compensation Agreement) or Retirement (as defined in Paragraph 12), the Optionee shall have the right to exercise the Option at any time within three (3) months after such cessation, but in no event later than the date of expiration of the option period, but, subject to Paragraph 3 hereof, and any operative provision of the Severance Compensation Agreement, the number of shares purchasable upon such exercise shall not exceed the number which would have been purchasable if the Optionee had exercised the Option on the date of such cessation. If the Optionee ceases to be so employed as a result of death or Disability, a twelve (12) month period shall be substituted for the three (3) month period. If the Optionee ceases to be so employed as a result of Retirement, a three (3) year period shall be substituted for the three (3) month period. In addition, under certain circumstances set forth in the Severance Compensation Agreement, a six (6) month period shall be substituted for the three (3) month period. If the Optionee ceases to be so employed as a result of termination for Cause the Option shall terminate immediately. 6. Other Expirations. ------------------ In addition to any other event causing an expiration or termination of the Option, the Option shall expire and all rights to purchase shares shall cease (to the extent not theretofore terminated or expired as herein provided) upon the effective date of the dissolution or liquidation of the Company or upon a merger, consolidation, acquisition of property or shares, separation or reorganization of the Company with one or more entities, corporate or otherwise, as a result of which the Company is not the surviving entity, or of a sale of substantially all of the property or shares of the Company to another entity, corporate or otherwise; provided, however, that the Company may, in its discretion, and immediately prior to any such transaction, cause a new option to be substituted for the Option or cause the Option to be assumed by an employer entity or a parent or subsidiary of such entity; and such new option shall apply to all shares issued in addition to or substitution, replacement or modification of the shares theretofore covered by the Option; provided that: (1) the excess of the aggregate fair market value of the shares subject to the option immediately after the substitution or assumption over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such substitution or assumption over the aggregate option price of such shares; and (2) the new option or the assumption of the existing option shall not give the Optionee additional benefits which Optionee did not have under the old option or prior to such assumption; and (3) an appropriate adjustment of the original option price shall be made among original shares subject to the option and any additional shares or shares issued in substitution, replacement or modification thereof. If no provision is made for the continuance and the assumption of the Option, or the substitution for the Option of new options as hereinabove provided, then the Company shall cause written notice to be given to the Optionee of the proposed transaction not less than thirty (30) days prior to the anticipated effective date thereof, and the Option, if not already exercisable, shall thereupon become immediately exercisable as to all the shares of Common Stock subject to the Option and the Optionee shall have the right to exercise the Option at any time prior to the effective date of the proposed transaction. 7. Change in Control. ------------------ Notwithstanding Section 6 above, in the event of a change in control of the Company, as defined below, the Option shall immediately become fully exercisable; provided, however, that if such acceleration of exercisability would be deemed a "parachute payment" (as defined in Section 280G of the Code), such exercisability shall be limited to the largest portion as can be exercised without being a "parachute payment." For purposes of this Agreement, a "change in control" of the Company shall be deemed to have occurred if (i) there shall be consummated (x) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company's Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the Company's Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or (ii) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company, or (iii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of 50% or more of the Company's outstanding Common Stock, or (iv) during any period of two consecutive years, individuals who at the beginning of such period constitute the entire Board of Directors shall cease for any reason to constitute a majority thereof unless the election, or the nomination for election by the Company's stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. 8. Adjustments. ------------ The number and class of shares subject to the Option, and the purchase price per share (but not the total purchase price), and the minimum number of shares as to which the Option may be exercised at any one time, shall all be proportionately adjusted in the event of any change or increase or decrease in the number of issued shares of Common Stock in the Company, without receipt of consideration by the Company, which result from a split-up or consolidation of shares, payment of a share dividend (in excess of two percent (2%)), a recapitalization, combination of shares or other like capital adjustment, so that, upon exercise of the Option, the Optionee shall receive the number and class of shares Optionee would have received had Optionee been the holder of the number of shares of Common Stock in the Company, for which the Option is being exercised, on the date of such change or increase or decrease in the number of issued shares of Common Stock in the Company. Subject to any required action by its stockholders, and subject to the provisions of Section 7 hereof, if the Company shall be a surviving entity in any reorganization, merger or consolidation, the Option shall be proportionately adjusted so as to apply to the securities to which the holder of the number of shares of Common Stock in the Company subject to the Option would have been entitled. Adjustments under this paragraph shall be made by the Board of Directors or a Committee thereof whose determination with respect thereto shall be final and conclusive. No fractional shares shall be issued under the Option or upon any such adjustment. 9. Payment and Method of Exercising Option. ---------------------------------------- Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Company, at its principal office in the State of California, which presently is located at 16215 Alton Parkway, Irvine, California 92718. Such notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised and shall be signed by the person or persons so exercising the Option. The purchase price of the shares as to which the Option is exercised shall be paid in full at the time of exercise (i) in cash, (ii) subject to any legal restrictions on the acquisition or purchase of such shares by the Company and with the prior written consent and approval of the Company, by the delivery of shares of Common Stock of the Company which shall be deemed to have a value to the Company equal to the aggregate Fair Market Value of such shares, or with such consent and approval, any combination of (i) or (ii) above. Any shares of Common Stock of the Company delivered to the Company in payment of the purchase price must have been held by the Optionee for at least six months. In addition, with the prior written consent and approval of the Company, the purchase price of the shares may be made by delivery of a properly executed notice together with irrevocable instructions to a broker to sell the shares issued on exercise of the Option and to promptly deliver to the Company the amount of the sale proceeds to pay the purchase price. The notice of exercise shall be accompanied by payment in the form specified above, in an amount equal to, in the aggregate, the full purchase price of such shares, and the Company shall deliver a certificate or certificates representing the shares subject to such exercise as soon as practicable after the notice shall be received. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee in accordance with the terms hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All shares purchased upon the exercise of the Option shall be fully paid and nonassessable. The holder of this Option shall not be entitled to the privileges of share ownership as to any shares of Common Stock not actually issued and delivered to Optionee. 10. Tax Withholding. ---------------- The Company shall have the power to withhold, or require Optionee to remit to the Company, an amount sufficient to satisfy Federal, state, and local withholding tax requirements with respect to the exercise of the Option. To the extent permissible under applicable tax, securities, and other laws, the Company may, in its sole discretion, permit Optionee to satisfy an obligation to pay any tax to any governmental entity in respect of such exercise, up to an amount determined on the basis of the highest marginal tax rate applicable to Optionee, in whole or in part, by (i) directing the Company to apply shares of Common Stock to which the Optionee is entitled as a result of the exercise of the Option, or (ii) delivering to the Company shares of Common Stock owned by the Optionee. Such shares shall be valued for such tax purposes at the Fair Market Value on the date of exercise. 11. No Agreement to Employ. ----------------------- Nothing in this Agreement shall be construed to constitute or be evidence of any agreement or understanding, express or implied, on the part of the Company to employ or retain Optionee for any specific period of time. 12. Definitions. ------------ Whenever used herein, the following terms shall have the respective meanings set forth below: (a) "Disability" means, as defined by Section 22(e)(3) of the Code, an Optionee's permanent and total disability if he is unable to engage in any substantial gainful activity by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. If necessary to maintain beneficial tax treatment, such definition may be modified to conform to any amendment of "Disability" under the Code. (b) "Employee" means a regular employee (including directors who are also employees) of the Company, its parent or its subsidiaries, or any branch or division thereof. (c) "Fair Market Value" means the closing price as reported by the principal stock exchange on which the Common Stock is then listed or, if not so listed, as reported on the NASDAQ National Market, on a particular date (or, if no closing sale price is reported, the average of the bid and ask prices on such date). In the event that there are no closing sale (or bid and ask) prices reported on such date, the Fair Market Value shall be determined as of the immediately preceding date on which there were Common Stock transactions, however, if there is not an active public trading market for the Common Stock, the Fair Market Value shall be determined in good faith by the Board of Directors. (d) "Retirement" means termination of employment for reasons other than death after an Optionee attains age 65, or has attained age 55 with five years of service to the Company. 13. General. -------- The Company shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Option Agreement, shall pay all original issue and transfer taxes with respect to the issue and transfer of shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith, and will from time to time use its best efforts to comply with all laws and regulations, which, in the opinion of counsel for the Company, shall be applicable thereto. 14. Coordination with Severance Compensation Agreement. --------------------------------------------------- In the event of any conflict between the terms hereof and the terms of the Severance Compensation Agreement, the terms of the agreement which provides greater benefit to Optionee will control. 15. Requirements of Law and Governing Law. -------------------------------------- The issuance of shares of Stock upon the exercise of the Option shall be subject to all applicable laws, rules and regulations, and to such approvals by the governmental agency or national securities exchange as may be required This Option shall be construed in accordance with, and governed by, the laws of the State of Delaware. IN WITNESS WHEREOF, the Company has caused this Option Agreement to be duly executed by its officers thereunto duly authorized, and the Optionee has hereunto set his or her hand, all as of the day and year first above written. AST RESEARCH, INC. By: Dennis Liebel "Company" Ian Diery "Optionee" EX-4.3 4 NQO-3586 NONQUALIFIED COMMON STOCK OPTION AGREEMENT THIS NONQUALIFIED COMMON STOCK OPTION AGREEMENT, made this 2nd day of November, 1995, between AST RESEARCH, INC., a Delaware corporation (the "Company"), and Ian Diery, President and Chief Executive Officer of the Company (the "Optionee"), is made with reference to the following facts: RECITALS: --------- A. Optionee is President and Chief Executive Officer of the Company and the grant of the options provided herein was a necessary and material inducement to Optionee to accept such positions. B. The Company desires, by affording the Optionee an opportunity to purchase shares of Common Stock of the Company ("shares"), to provide additional incentives and motivation to Optionee. C. Concurrently herewith, Optionee and the Company are entering into a Severance Compensation Agreement dated November 2, 1995 (the "Severance Compensation Agreement"). NOW, THEREFORE, IN CONSIDERATION of the mutual covenants hereinafter set forth, and for good and valuable consideration, the parties do hereby agree as follows: 1. Grant of Option. ---------------- The Company hereby irrevocably grants to the Optionee the right and option (the "Option") to purchase all or any part of an aggregate of 700,000 shares (subject to adjustment as provided in Paragraph 8 hereof) on the terms and conditions herein set forth. The Option is not an "incentive option" within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"). 2. Purchase Price. --------------- The purchase price of the shares covered by the Option is $9.375 per share, which is not less than the Fair Market Value of the shares as of the date hereof, as determined pursuant to Paragraph 12. 3. Term of Option, Exercisability. ------------------------------- The Option shall commence on the date hereof and all rights to purchase shares hereunder shall cease at 11:59 p.m. on the day before the tenth (10th) anniversary of the date hereof, subject to earlier termination as provided herein. Except as may otherwise be provided in this Agreement, options granted hereunder may be cumulative and exercised as follows: Commencing On: Optionee May Purchase: November 2, 1996 87,500 November 2, 1997 87,500 November 2, 1998 87,500 November 2, 1999 87,500 November 2, 2000 87,500 November 2, 2001 87,500 November 2, 2002 87,500 November 2, 2003 87,500 Notwithstanding the foregoing: (a) In the event (i) the Fair Market Value of the Common Stock equals or exceeds $21.00 per share and (ii) for the period of three (3) months thereafter, the average Fair Market Value of the Common Stock exceeds $21.00 per share, Optionee may exercise, at any time commencing at the end of such three (3) month period, this Option to purchase up to 233,333 shares of Common Stock, inclusive of any shares which are purchasable due to the passage of time as set forth above. (b) In the event (i) the Fair Market Value of the Common Stock equals or exceeds $30.00 per share and (ii) for the period of three (3) months thereafter, the average Fair Market Value of the Common Stock exceeds $30.00 per share, Optionee may exercise, at any time commencing at the end of such three (3) month period, this Option to purchase up to 466,667 shares of Common Stock, inclusive of any shares which are purchasable due to the passage of time as set forth above and the 233,333 shares set forth in subparagraph 3(a) above. (c) In the event (i) the Fair Market Value of the Common Stock equals or exceeds $40.00 per share and (ii) for the period of three (3) months thereafter, the average Fair Market Value of the Common Stock exceeds $40.00 per share, Optionee may exercise, at any time commencing at the end of such three (3) month period, this Option to purchase up to 700,000 shares of Common Stock. For purposes hereof, the $21.00, $30.00 and $40.00 per share prices are referred to as the "Trigger Prices" and shall be subject to adjustment as set forth in Paragraph 8 hereof. Notwithstanding Section 4(b) of the Severance Compensation Agreement, the exercisability of the Option shall not be accelerated pursuant to the Severance Compensation Agreement. Except as provided in Paragraph 5 hereof, the Option may not be exercised unless the Optionee shall have been continuously, from the date hereof to the date of the exercise of the Option, an employee of the Company, its parent, if any, or of one or more of its subsidiaries or a corporation or a parent or subsidiary of a corporation issuing or assuming an option to which Section 425(a) of the Code applies. 4. Nontransferability. ------------------- The Option shall not be transferable otherwise than by will or the laws of descent and distribution, and the Option may be exercised, during the lifetime of the Optionee, only by Optionee. More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as provided in Paragraph 6 hereof), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Option, shall be null and void and without effect. 5. Termination of Employment. -------------------------- In the event that the Optionee ceases to be employed by the Company, or a parent or subsidiary of the Company, or a corporation or a parent or subsidiary of a corporation issuing or assuming an option to which Section 425(a) of the Code applies, the Option shall terminate; provided, however, that if such cessation of employment is other than by reason of death, Disability (as defined in Paragraph 12), termination for Cause (as defined in Section 3(d) of the Severance Compensation Agreement) or Retirement (as defined in Paragraph 12), the Optionee shall have the right to exercise the Option at any time within three (3) months after such cessation, but in no event later than the date of expiration of the option period, but the number of shares purchasable upon such exercise shall not exceed the number which would have been purchasable if the Optionee had exercised the Option on the date of such cessation. If the Optionee ceases to be so employed as a result of death or Disability, a twelve (12) month period shall be substituted for the three (3) month period. If the Optionee ceases to be so employed as a result of Retirement, a three (3) year period shall be substituted for the three (3) month period. In addition, under certain circumstances set forth in the Severance Compensation Agreement, a six (6) month period shall be substituted for the three (3) month period. If the Optionee ceases to be so employed as a result of termination for Cause the Option shall terminate immediately. 6. Other Expirations. ------------------ In addition to any other event causing an expiration or termination of the Option, the Option shall expire and all rights to purchase shares shall cease (to the extent not theretofore terminated or expired as herein provided) upon the effective date of the dissolution or liquidation of the Company or upon a merger, consolidation, acquisition of property or shares, separation or reorganization of the Company with one or more entities, corporate or otherwise, as a result of which the Company is not the surviving entity, or of a sale of substantially all of the property or shares of the Company to another entity, corporate or otherwise; provided, however, that the Company may, in its discretion, and immediately prior to any such transaction, cause a new option to be substituted for the Option or cause the Option to be assumed by an employer entity or a parent or subsidiary of such entity; and such new option shall apply to all shares issued in addition to or substitution, replacement or modification of the shares theretofore covered by the Option; provided that: (1) the excess of the aggregate fair market value of the shares subject to the option immediately after the substitution or assumption over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before such substitution or assumption over the aggregate option price of such shares; and (2) the new option or the assumption of the existing option shall not give the Optionee additional benefits which Optionee did not have under the old option or prior to such assumption; and (3) an appropriate adjustment of the original option price shall be made among original shares subject to the option and any additional shares or shares issued in substitution, replacement or modification thereof. If no provision is made for the continuance and the assumption of the Option, or the substitution for the Option of new options as hereinabove provided, then the Company shall cause written notice to be given to the Optionee of the proposed transaction not less than thirty (30) days prior to the anticipated effective date thereof, and the Optionee shall have the right to exercise the Option, to the extent then exercisable, at any time prior to the effective date of the proposed transaction. 7. Intentionally Omitted. ---------------------- 8. Adjustments. ------------ The number and class of shares subject to the Option, and the purchase price per share (but not the total purchase price), and the minimum number of shares as to which the Option may be exercised at any one time, shall all be proportionately adjusted in the event of any change or increase or decrease in the number of issued shares of Common Stock in the Company, without receipt of consideration by the Company, which result from a split-up or consolidation of shares, payment of a share dividend (in excess of two percent (2%)), a recapitalization, combination of shares or other like capital adjustment, so that, upon exercise of the Option, the Optionee shall receive the number and class of shares Optionee would have received had Optionee been the holder of the number of shares of Common Stock in the Company, for which the Option is being exercised, on the date of such change or increase or decrease in the number of issued shares of Common Stock in the Company. Subject to any required action by its stockholders if the Company shall be a surviving entity in any reorganization, merger or consolidation, the Option shall be proportionately adjusted so as to apply to the securities to which the holder of the number of shares of Common Stock in the Company subject to the Option would have been entitled. Trigger Prices shall also be proportionately adjusted in the event of any change or increase or decrease in the number of issued shares of Common Stock in the Company, without receipt or consideration by the Company, which results from a split-up or consolidation of shares, payment of a share dividend (in excess of two percent (2%)), recapitalization, combination of shares for other like capital adjustment, in accordance with the following formula: Adjusted Trigger Price = Then Existing Trigger Price x Number of Issued Shares Prior to Event -------------------------------------------------------------------- Number of Issued Shares After Event Adjustments under this paragraph shall be made by the Board of Directors or a committee thereof whose determination with respect thereto shall be final and conclusive. No fractional shares shall be issued under the Option or upon any such adjustment. 9. Payment and Method of Exercising Option. ---------------------------------------- Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Company, at its principal office in the State of California, which presently is located at 16215 Alton Parkway, Irvine, California 92718. Such notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised and shall be signed by the person or persons so exercising the Option. The purchase price of the shares as to which the Option is exercised shall be paid in full at the time of exercise (i) in cash, (ii) subject to any legal restrictions on the acquisition or purchase of such shares by the Company and with the prior written consent and approval of the Company, by the delivery of shares of Common Stock of the Company which shall be deemed to have a value to the Company equal to the aggregate Fair Market Value of such shares, or with such consent and approval, any combination of (i) or (ii) above. Any shares of Common Stock of the Company delivered to the Company in payment of the purchase price must have been held by Optionee for at least six months. In addition, with the prior written consent and approval of the Company, the purchase price of the shares may be made by delivery of a properly executed notice together with irrevocable instructions to a broker to sell the shares issued on exercise of the Option and to promptly deliver to the Company the amount of the sale proceeds to pay the purchase price. The notice of exercise shall be accompanied by payment in the form specified above, in an amount equal to, in the aggregate, the full purchase price of such shares, and the Company shall deliver a certificate or certificates representing the shares subject to such exercise as soon as practicable after the notice shall be received. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee in accordance with the terms hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All shares purchased upon the exercise of the Option shall be fully paid and nonassessable. The holder of this Option shall not be entitled to the privileges of share ownership as to any shares of Common Stock not actually issued and delivered to Optionee. 10. Tax Withholding. ---------------- The Company shall have the power to withhold, or require Optionee to remit to the Company, an amount sufficient to satisfy Federal, state, and local withholding tax requirements with respect to the exercise of the Option. To the extent permissible under applicable tax, securities, and other laws, the Company may, in its sole discretion, permit Optionee to satisfy an obligation to pay any tax to any governmental entity in respect of such exercise, up to an amount determined on the basis of the highest marginal tax rate applicable to Optionee, in whole or in part, by (i) directing the Company to apply shares of Common Stock to which the Optionee is entitled as a result of the exercise of the Option, or (ii) delivering to the Company shares of Common Stock owned by the Optionee. Such shares shall be valued for such tax purposes at the Fair Market Value on the date of exercise. 11. No Agreement to Employ. ----------------------- Nothing in this Agreement shall be construed to constitute or be evidence of any agreement or understanding, express or implied, on the part of the Company to employ or retain Optionee for any specific period of time. 12. Definitions. ------------ Whenever used herein, the following terms shall have the respective meanings set forth below: (a) "Disability" means, as defined by Section 22(e)(3) of the Code, an Optionee's permanent and total disability if he is unable to engage in any substantial gainful activity by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. If necessary to maintain beneficial tax treatment, such definition may be modified to conform to any amendment of "Disability" under the Code. (b) "Employee" means a regular employee (including directors who are also employees) of the Company, its parent or its subsidiaries, or any branch or division thereof. (c) "Fair Market Value" means the closing price as reported by the principal stock exchange on which the Common Stock is then listed or, if not so listed, as reported on the NASDAQ National Market, on a particular date (or, if no closing sale price is reported, the average of the bid and ask prices on such date). In the event that there are no closing sale (or bid and ask) prices reported on such date, the Fair Market Value shall be determined as of the immediately preceding date on which there were Common Stock transactions, however, if there is not an active public trading market for the Common Stock, the Fair Market Value shall be determined in good faith by the Board of Directors. (d) "Retirement" means termination of employment for reasons other than death after an Optionee attains age 65, or has attained age 55 with five years of service to the Company. 13. General. -------- The Company shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Option Agreement, shall pay all original issue and transfer taxes with respect to the issue and transfer of shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith, and will from time to time use its best efforts to comply with all laws and regulations, which, in the opinion of counsel for the Company, shall be applicable thereto. 14. Coordination with Severance Compensation Agreement. --------------------------------------------------- Unless specifically addressed herein, in the event of any conflict between the terms hereof and the terms of the Severance Compensation Agreement, the terms of the agreement which provides greater benefit to Optionee will control. 15. Requirements of Law and Governing Law. -------------------------------------- The issuance of shares of Stock upon the exercise of the Option shall be subject to all applicable laws, rules and regulations, and to such approvals by the governmental agency or national securities exchange as may be required This Option shall be construed in accordance with, and governed by, the laws of the State of Delaware. IN WITNESS WHEREOF, the Company has caused this Option Agreement to be duly executed by its officers thereunto duly authorized, and the Optionee has hereunto set his or her hand, all as of the day and year first above written. AST RESEARCH, INC. By: Dennis Liebel "Company" Ian Diery "Optionee" EX-5.1 5 January 25, 1996 AST Research, Inc. 16215 Alton Parkway Irvine, California 92718 RE: Registration Statement on Form S-8 - President's Plan Gentlemen: At your request, we have examined the form of Registration Statement on Form S-8 (the "Registration Statement") being filed by AST Research, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 1,000,000 shares of the Company's Common Stock, $.01 par value ("Common Stock"), issuable under the Company's President's Plan (the "Plan"). We have examined the proceedings heretofore taken and are familiar with the additional proceedings proposed to be taken by the Company in connection with the authorization, issuance and sale of the securities referred to above. Based on the foregoing, it is our opinion that: 1. Stock options, when issued in accordance with the Plan, will be legally issued and binding obligations of the Company; and 2. An aggregate of 1,000,000 shares of Common Stock, when issued under the Plan and against full payment in accordance with the terms and conditions of the Plan, will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, STRADLING, YOCCA, CARLSON & RAUTH A Professional Corporation EX-23.2 6 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the President's Plan of AST Research, Inc. of our report dated July 26, 1995, except for Notes 5, 6, 8, 11 and 14, as to which the date is August 31, 1995, with respect to the consolidated financial statements and schedules of AST Research, Inc. included in its Annual Report (Form 10-K) for the year ended July 1, 1995, filed with the Securities and Exchange Commission. Ernst & Young LLP Orange County, California January 23, 1996 -----END PRIVACY-ENHANCED MESSAGE-----