AMKOR TECHNOLOGY, INC. STOCK OPTION AWARD AGREEMENT
Exhibit
10.1
AMKOR TECHNOLOGY, INC.
2007 EQUITY INCENTIVE PLAN
Unless otherwise defined herein, the terms defined in the Amkor Technology, Inc. 2007 Equity
Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award
Agreement (the “Award Agreement”).
Participant Name:
Address:
You have been granted an Option to purchase Common Stock of Amkor Technology, Inc. (the
“Company”), subject to the terms and conditions of the Plan and this Award Agreement, as follows:
Grant Number |
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Date of Grant |
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Vesting Commencement Date |
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Exercise Price per Share |
$ | ||||
Total Number of Shares Granted |
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Total Exercise Price |
$ | ||||
Type of Option: |
___ Incentive Stock Option | ||||
| ___ Nonstatutory Stock Option | |||||
Term/Expiration Date: |
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1. Grant of Option. The Plan Administrator of the Company hereby grants to the
Participant named in this Award Agreement (the “Participant”) an option (the “Option”) to
purchase the number of Shares, as set forth in this Award Agreement, at the exercise price per
Share set forth in the Award Agreement (the “Exercise Price”), subject to all of the terms and
conditions in this Award Agreement and the Plan, which is incorporated herein by reference.
Subject to Section 20(c) of the Plan, in the event of a conflict between the terms and conditions
of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the
Plan shall prevail.
If designated in the Award Agreement as an Incentive Stock Option (“ISO”), this Option is
intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this
Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule
of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option (“NSO”).
2. Vesting Schedule. Except as provided in Section 4 and subject to any acceleration
provisions contained in the Plan or set forth below, this Option may be exercised, in whole or in
part, in accordance with the following schedule. Shares scheduled to vest on a certain date or
upon the occurrence of a certain condition will not vest in Participant in accordance with any of
the provisions of this Award Agreement, unless Participant will have been continuously a Service
Provider from the Date of Grant until the date such vesting occurs:
3. Termination Period. This Option may be exercised for three (3) months after
Participant ceases to be a Service Provider. Upon the death or Disability of Participant, this
Option may be exercised for twelve (12) months after Participant ceases to be a Service Provider.
Upon a Participant’s Retirement, the Option will remain exercisable for twelve (12) months
following Participant’s Retirement. If the exercise of an Option following the termination of
Participant’s status as a Service Provider (other than upon the Participant’s death or Disability)
would result in liability under Section 16(b), then the Option will terminate on the earlier of (A)
the Term/Expiration Date, or (B) the tenth (10th) day after the last date on which such
exercise would result in such liability under Section 16(b). If the exercise of the Option
following the termination of the Participant’s status as a Service Provider (other than upon the
Participant’s death or Disability) would be prohibited at any time solely because the issuance of
Shares would violate the registration requirements under the Securities Act, then the Option will
terminate on the earlier of (A) the Term/Expiration Date, or (B) three (3) months after the
termination of the Participant’s status as a Service Provider during which the exercise of the
Option would not be in violation of such registration requirements. In no event shall this Option
be exercised later than the Term/Expiration Date as provided above and may be subject to earlier
termination as provided in Section 15(c) of the Plan. Retirement means an Participant’s ceasing to
be Service Provider on or after the date when the sum of (i) Participant’s age (rounded down to the
nearest whole month), plus (ii) the number of years (rounded down to the nearest whole month) that
Participant has provided services to the Company equals or is greater than seventy-five (75).
4. Administrator Discretion. The Administrator, in its discretion, may accelerate the
vesting of the balance, or some lesser portion of the balance, of the unvested Option at any time,
subject to the terms of the Plan. If so accelerated, such Option will be considered as having
vested as of the date specified by the Administrator.
5. Exercise of Option. This Option is exercisable during its term in accordance with
the Vesting Schedule set out in the Award Agreement and the applicable provision of the Plan and
this Award Agreement. This Option is exercisable by completing the transaction through the
Company’s captive broker assisted transactions via voice response system or the Internet secured
transaction system.
The Option shall be deemed to be exercised upon receipt by the Company of a fully executed
exercise notice or other form as may be required by the Company (the “Exercise Notice”).
The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to the
number of Shares in respect of which the Option is being exercised (the “Exercised Shares”),
together with any applicable tax withholding. No Shares shall be issued pursuant to the exercise
of this Option unless such issuance and exercise complies with Applicable Laws.
6. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of Participant:
(a)
Cash;
(b)
Check;
(c) Consideration received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan; or
(d)
Surrender of other Shares which have a Fair Market Value on the date of surrender equal to
the aggregate Exercise Price of the Exercised Shares, provided that accepting such Shares, in the
sole discretion of the Administrator, will not result in any adverse accounting consequences to the
Company.
7. Tax Obligations.
(a) Withholding Taxes. Notwithstanding any contrary provision of this Award
Agreement, no certificate representing the Shares will be issued to Participant, unless and until
satisfactory arrangements (as determined by the Administrator) will have been made by Participant
with respect to the payment of income, employment and other taxes which the Company determines must
be withheld with respect to such Shares. To the extent determined appropriate by the Company in
its discretion, it will have the right (but not the obligation) to satisfy any tax withholding
obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant
fails to make satisfactory arrangements for the payment of any required tax withholding obligations
hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company
may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise.
(b)
Notice of Disqualifying Disposition of ISO Shares. If the Option granted to
Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares
acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Grant
Date, or (ii) the date one (1) year after the date of exercise, Participant will immediately notify
the Company in writing of such disposition. Participant agrees that Participant may be subject to
income tax withholding by the Company on the compensation income recognized by Participant.
(c)
Code Section 409A. Under Code Section 409A, an option that vests after December
31, 2004 that was granted with a per Share exercise price that is determined by the Internal
Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant
(a “Discount Option”) may be considered “deferred compensation.” A Discount Option may result in
(i) income recognition by Participant prior to the exercise of the option, (ii) an additional
twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The
Discount Option may also result in additional state income, penalty and interest charges to
Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS
will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value
of a Share on the Date of Grant in a later examination. Participant agrees that if the IRS
determines that the Option was granted with a per Share exercise price that was less than the Fair
Market Value of a Share on the date of grant, Participant will be solely responsible for
Participant’s costs related to such a determination;
8. Rights as Stockholder. Neither Participant nor any person claiming under or
through Participant will have any of the rights or privileges of a stockholder of the Company in
respect of any Shares deliverable hereunder unless and until certificates representing such Shares
will have been issued, recorded on the records of the Company or its transfer agents or registrars,
and delivered to Participant. After such issuance, recordation and delivery, Participant will have
all the rights of a stockholder of the Company with respect to voting such Shares and receipt of
dividends and distributions on such Shares.
9. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE
PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING
PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES
HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR
IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY
PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE
COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.
10. Address for Notices. Any notice to be given to the Company under the terms of
this Award Agreement will be addressed to the Company, in care of its Stock Plan Administrator at
Amkor Technology, Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, or at such other address
as the Company may hereafter designate in writing.
11. Non-Transferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be exercised during the
lifetime of Participant only by Participant.
12. Binding Agreement. Subject to the limitation on the transferability of this grant
contained herein, this Award Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.
13. Additional Conditions to Issuance of Stock. If at any time the Company will
determine, in its discretion, that the listing, registration or qualification of the Shares upon
any securities exchange or under any state or federal law, or the consent or approval of any
governmental regulatory authority is necessary or desirable as a condition to the issuance of
Shares to Participant (or his or her estate), such issuance will not occur unless and until such
listing, registration, qualification, consent or approval will have been effected or obtained free
of any conditions not acceptable to the Company. The Company will make all reasonable efforts to
meet the requirements of any such state or federal law or securities exchange and to obtain any
such consent or approval of any such governmental authority. Assuming such compliance, for income
tax purposes the Exercised Shares will be considered transferred to Participant on the date the
Option is exercised with respect to such Exercised Shares.
14. Plan Governs. This Award Agreement is subject to all terms and provisions of the
Plan. In the event of a conflict between one or more provisions of this Award Agreement and one or
more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and
not defined in this Award Agreement will have the meaning set forth in the Plan.
15. Administrator Authority. The Administrator will have the power to interpret the
Plan and this Award Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke any such rules
(including, but not limited to, the determination of whether or not any Shares subject to the
Option have vested). All actions taken and all interpretations and determinations made by the
Administrator in good faith will be final and binding upon Participant, the Company and all other
interested persons. No member of the Administrator will be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or this Award
Agreement.
16. Electronic Delivery. The Company may, in its sole discretion, decide to deliver
any documents related to Options awarded under the Plan or future Options that may be awarded under
the Plan by electronic means or request Participant’s consent to participate in the Plan by
electronic means. Participant hereby consents to receive such documents by electronic delivery and
agrees to participate in the Plan through any on-line or electronic system established and
maintained by the Company or another third party designated by the Company.
17. Captions. Captions provided herein are for convenience only and are not to serve
as a basis for interpretation or construction of this Award Agreement.
18. Agreement Severable. In the event that any provision in this Award Agreement will
be held invalid or unenforceable, such provision will be severable from, and such invalidity or
unenforceability will not be construed to have any effect on, the remaining provisions of this
Award Agreement.
19. Modifications to the Agreement. This Award Agreement constitutes the entire
understanding of the parties on the subjects covered. Participant expressly warrants that he or
she is not accepting this Award Agreement in reliance on any promises, representations, or
inducements other than those contained herein. Modifications to this Award Agreement or the Plan
can be made only in an express written contract executed by a duly authorized officer of the
Company.
Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company
reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole
discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise
avoid imposition of any additional tax or income recognition under Section 409A of the Code in
connection to this Option.
20. Amendment, Suspension or Termination of the Plan. By accepting this Award,
Participant expressly warrants that he or she has received an Option under the Plan, and has
received, read and understood a description of the Plan. Participant understands that the Plan is
discretionary in nature and may be amended, suspended or terminated by the Company at any time.
21. Governing Law. This Award Agreement will be governed by the laws of the State of
Delaware without giving effect to the conflict of law principles thereof. For purposes of
litigating any dispute that arises under this Option or this Award Agreement, the parties hereby
submit to and consent to the jurisdiction of the State of Arizona, and agree that such litigation
will be conducted in the courts of Maricopa County, Arizona, or the federal courts for the United
States for the District of Arizona, and no other courts, where this Option is made and/or to be
performed.
22. Agreement. Your receipt of the Option and this Award Agreement constitutes your
agreement to be bound by the terms and conditions of this Award Agreement and the Plan. Your
signature is not required in order to make this Award Agreement effective.
Optionee:
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Amkor Technology, Inc.: | |
| By: | ||
Signature/Date:
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Title: | |
| Date: | ||