Form of Stock Option Amendment and Special Cash Payment Agreement
Exhibit (a)(5)
Attachment III
This Stock Option Amendment and Special Cash Payment Agreement (the “Agreement”) is made and
entered into by Cirrus Logic, Inc. (the “Company”) and Optionee and shall be effective on the date
executed by a validly-authorized officer of the Company;
WHEREAS, the Company previously granted to Optionee certain outstanding options to purchase
shares of the Company’s common stock (the “Options”) under the Cirrus Logic, Inc. 1996 Stock Plan
and/or the 2002 Stock Option Plan, as applicable, and both as amended and restated (the “Plan(s)”);
WHEREAS, the Company and Optionee entered into a formal Stock Option Agreement (the “Option
Agreement”) evidencing each such Option and Optionee received a notice of grant with respect to
each such Option (the “Notice of Grant”);
WHEREAS, each Option Agreement and Notice of Grant, together with the applicable Plan
document, sets forth the exercise price and other terms applicable to each of the Options held by
the Optionee;
WHEREAS, to avoid any potential adverse tax consequences under section 409A of the Internal
Revenue Code, Optionee has agreed to an amendment of the terms applicable to one or more of
Optionee’s Options, in connection with Cirrus Logic’s Offer to Amend or Cancel and Replace Eligible
Options (the “Offer”);
WHEREAS, pursuant to the amendment described above, the exercise price per share in effect for
the unexercised portion of such Options will be increased;
WHEREAS, the specific terms applicable to the Options amended in this manner (the “Amended
Options”) are set forth in one or more Election Forms and Withdrawal Forms signed by the Optionee
in connection with the Offer and in the Offer and certain related documents; and
WHEREAS, the Optionee is entitled to receive a special cash payment in connection with
Optionee’s participation in the Offer and agreement to accept the Amended Options and the terms
applicable to such cash payment are set forth in the Offer and certain related documents.
NOW THEREFORE, the parties hereby agree as follows:
| 1. | Each of the Options that are properly tendered by Optionee in connection with the Offer and
accepted by Cirrus Logic for amendment will be subject to the increased exercise price per
share reflected in each applicable Election Form and Withdrawal Form provided to Cirrus Logic
by Optionee in connection with the Offer. |
| 2. | Except for the increased exercise price per share described in paragraph 1 of this Agreement,
no other terms or provisions of the Option Agreement(s) or Notice(s) of Grant applicable to
such Option(s) or the applicable Plan(s) have been modified as a result of this Agreement, and
such terms and provisions will continue in full force and effect. |
|
| 3. | In consideration for Optionee’s participation in the Offer, Optionee will be entitled to
receive a cash payment from the Company in the gross dollar amount indicated on the
personalized Election Form provided to Optionee in connection with the Offer, less applicable
withholding tax. This payment will be made on the first regular payday in January 2008, but
not later than January 31, 2008. Optionee is not required to remain employed by the Company
in order to receive this cash payment. |
|
| 4. | This Agreement is subject to the terms and conditions of the Offer including: (1) the
personalized Election Form provided to Optionee; (2) each properly completed Election Form
submitted to Cirrus Logic by the Optionee; (3) each properly completed Withdrawal Form
submitted to Cirrus Logic by the Optionee; and (4) related documents and communications
regarding the Offer, all of which are incorporated herein by reference. |
|
| 5. | Optionee will be entitled to receive, upon request to Cirrus Logic, verification of each of
the Amended Options held by Optionee subsequent to the amendment described in paragraph 1 of
this Agreement and verification of the cash payment that Optionee will be entitled to receive
in January 2008, as described in paragraph 3 of this Agreement. |
|
| 6. | This Agreement may be amended at any time only by means of a writing signed by Optionee and
an authorized officer of the Company. |
|
| 7. | This Agreement may be executed in one or more counterparts, each of which will constitute an
original, and all of which will constitute one instrument. |
IN WITNESS WHEREOF, this Agreement has been executed on behalf of Cirrus Logic Corporation by a
duly-authorized officer on the date indicated below.
| CIRRUS LOGIC CORPORATION | ||||
By: |
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Title: |
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| Dated: , 2007 | ||||
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