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EXHIBIT 99.11
PUYALLUP INTEGRATED CIRCUIT COMPANY
STOCK OPTION AGREEMENT UNDER
1996 STOCK OPTION PLAN
(NON-STATUTORY)
______________ , 2000
TO: _________________
We are pleased to inform you that you have been selected by
the Board of Directors of Puyallup Integrated Circuit Company (the "Company") to
receive an Option to purchase the number of shares of the Company's Common Stock
set forth below (the "Option"). This Option is granted pursuant to the Company's
1996 Stock Option Plan (the "Plan"), a copy of which is attached to this Stock
Option Agreement ("Agreement") as EXHIBIT A. The terms of the Plan are
incorporated into this Agreement by this reference, and all terms defined in the
Plan and used in this Agreement have the meaning provided in the Plan.
For a detailed explanation of the Option you have been
granted, you are referred to the Plan. The terms of your Option, in addition to
those terms set forth in the Plan, are as follows:
1. Number of Shares. You may purchase up to ______ shares of
the Company's Common Stock pursuant to this Option.
2. Exercise Price. $___________ per share.
3. Date Option Granted. _______________, 2000.
4. Term of This Option. Unless sooner terminated, this Option
must be exercised on or before ten years from the date it was granted. This
Option is exercisable in accordance with its terms until it is terminated or
expires.
5. Base Date for Vesting: _______________, 2000.
6. Vesting. This Option shall vest and become exercisable
according to the following schedule.
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Years of Continuous
Employment, from Portion of Total Option
Base Date That is Exercisable
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Less than 1 year 0%
1 year or more 33.33%
2 years or more 66.67%
3 years or more 100%
7. Termination of Option. A number of events, such as your
retirement, death, or termination of employment, can cause the Option to
terminate. The provisions of the Plan concerning termination of the Option are
set forth in detail in Section 9 of the Plan.
8. Further Agreements. By accepting this Option, you agree to
sign a Repurchase and Right of First Refusal Agreement, in substantially the
form attached as EXHIBIT B, covering all Shares acquired by any exercise of this
Option. The Repurchase and Right of Refusal Agreement grants the Company (a) the
right to repurchase your Shares under certain conditions, and (b) a right of
first refusal on any sales or other transfers by you of such shares.
9. Option Not Transferable. This Option cannot be transferred
except by will or the applicable laws of descent and distribution.
10. Investment Purchase; Restrictions. Shares purchased
through exercise of this Option must be acquired solely for investment. This and
other restrictions related to federal and state securities laws are described in
Section 14 of the Plan. A number of the conditions to the Company's obligation
to permit exercise of this Option are also set forth in Section 14 of the Plan.
11. Non-Statutory Stock Option. This Option is a Non-Statutory
Stock Option as defined in the Plan, and is not intended to be an "Incentive
Stock Option" as that term is defined in Section 422 of the Internal Revenue
Code, as amended. The time at which you exercise this Option or dispose of any
shares thus acquired may affect significantly your resultant tax burden. You are
counseled to seek tax advice in this regard.
12. No Employment Agreement. This Agreement is not an
employment agreement and gives you no rights to continued employment. Any
employment or continued employment of you may be modified or terminated at will
by the Company, unless you and the Company have a separate written agreement to
the contrary.
Please sign the attached election form indicating whether you
choose to accept or decline this Option upon the terms set forth in the Plan and
this Agreement, and return the signed election form to the Company.
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Very truly yours,
PUYALLUP INTEGRATED CIRCUIT COMPANY
By________________________________
Its ___________________________
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ELECTION TO ACCEPT OR DECLINE STOCK OPTION
I ______ ACCEPT ______ DECLINE the stock option granted to me
pursuant to the 1996 Stock Option Plan of Puyallup Integrated Circuit Company
(the "Plan") as set forth in the foregoing letter agreement to me. If I accept
the grant of this option, I acknowledge that I have received and understood, and
agree to, the terms of this letter agreement, the Plan, and the Repurchase and
Right of First Refusal Agreement attached to the letter agreement as EXHIBIT B.
DATED: _____________________, 2000.
__________________________________
(Signature)
__________________________________
(Printed Name)
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EXHIBIT A
1996 STOCK OPTION PLAN
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EXHIBIT B
REPURCHASE AND RIGHT OF
FIRST REFUSAL AGREEMENT
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