Restricted Stock Purchase Agreement

ALTERA CORPORATION


RESTRICTED STOCK PURCHASE AGREEMENT


THIS RESTRICTED STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of ____________, 2000, by and between Altera Corporation, a Delaware corporation (the "Company"), and Michael Jacobs ("Recipient").


W I T N E S S E T H


WHEREAS, Recipient is a newly hired employee of the Company;


WHEREAS, the Company believes that Recipient will be a valuable contributor to the Company and has determined that it would be in the interests of the Company and its stockholders to sell the Shares (as defined below) provided for in this Agreement to Recipient (i) as compensation for the compensation and benefits that Recipient relinquished when Recipient left his previous employer and joined the Company and (ii) as an incentive for continued service with the Company and increased achievements in the future by Recipient; and


WHEREAS, on January 11, 2000, the Compensation Committee of the Board of Directors of the Company approved the issuance of the Shares (as defined below) to Recipient for a consideration of $0.001 per share and this Agreement memorializes such issuance;


NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties to this Agreement hereby agree as follows:


A G R E E M E N T


1. Restricted Stock Purchase.


(a) Contemporaneously with the execution of this Agreement, the Company will issue and sell to Recipient twenty-five thousand (25,000) shares of Common Stock, $0.001 par value per share, of the Company (the "Stock") for a consideration of $0.001 per share ("Purchase Price Per Share") for a total purchase price of Twenty-Five Dollars ($25) (the "Total Purchase Price"). Payment for the Stock in the amount of the Total Purchase Price shall be made to the Company upon execution of this Agreement. Such payment shall be made in the form of a check. The Stock certificate(s) evidencing the Stock will be retained by the Company, accompanied by (i) blank stock powers executed by Recipient and Recipient's spouse, if any, and (ii) a consent of spouse (if any), for the period during which the Stock constitutes Restricted Stock (as defined below) pursuant to the terms of Sections 2 and 3 hereof.


(b) All shares of Stock issued hereunder shall be deemed issued to Recipient as fully paid and nonassessable shares, and Recipient shall have all rights of a stockholder with respect thereto, including the right to vote, receive dividends (including stock dividends), participate in stock splits or other recapitalizations, and exchange such shares in a merger, consolidation or other reorganization. The term "Stock," in addition to the shares purchased pursuant to this Agreement, also refers to all securities received in replacement of the


1 2 Stock, as a stock dividend or as a result of any stock split, recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Recipient is entitled by reason of Recipient's ownership of the Stock.


2. Restrictions.


(a) No Stock issued to the Recipient hereunder shall be sold, transferred by gift, pledged, hypothecated, or otherwise transferred or disposed of by the Recipient prior to the date when the Recipient shall become vested in such Stock pursuant to Section 3 or 4 hereof, and such Stock shall constitute "Restricted Stock" until such date. Any attempt to transfer Stock in violation of this Section 2 shall be null and void and shall be disregarded by the Company.


(b) In addition, Restricted Stock shall be subject to a repurchase option in favor of the Company (the "Repurchase Option"). The Repurchase Option shall be subject to the following terms and conditions:


(i) If Recipient voluntarily terminates his employment with the Company ("Voluntary Termination") or if the Company terminates Recipient's employment with Cause (as defined below) ("Termination with Cause"), the Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of ninety (90) days from such date to repurchase any or all Restricted Stock from Recipient or any person receiving the Restricted Stock by operation of law of other involuntary transfer, at the original Purchase Price Per Share for the Restricted Stock. The Repurchase Option may be assigned by the Company to any third person or entity.


(ii) Notwithstanding the foregoing, the Repurchase Option shall lapse with respect to all of the unvested shares of Stock (as described in Section 3 hereof) if the Company terminates Recipient's employment without Cause. For purposes of this Agreement, "Cause" shall exist if, in the reasonable judgment of the Chief Executive Officer of the Company, (i) the Recipient commits fraud, theft, or embezzlement against the Company or any of its subsidiaries; (ii) the Recipient commits a felony; (iii) the Recipient compromises any trade secret or violates Recipient's confidentiality obligations to the Company; (iv) the Recipient fails to devote his full business time and effort to the performance of his duties to the Company; (v) the Recipient engages in any grossly negligent act or willful misconduct in the scope of his duties to the Company; or (vi) the Recipient receives a "needs improvement" rating in an annual performance evaluation.


(iii) The Repurchase Option shall be exercised by written notice by the Company or its assignee to Recipient or his executor and, at the Company's or its assignee's option, by delivery to the Recipient or his executor, with such notice, of (A) a check in the amount of the Purchase Price Per Share for the Restricted Stock being repurchased, (B) in the event that Recipient is indebted to the Company or its assignee, by cancellation by the Company or its assignee of an amount of such indebtedness equal to the Purchase Price Per Share for the Restricted Stock being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such Purchase Price Per Share. Upon delivery by the Company or its assignee of such notice and payment of the Purchase Price Per Share, the Company or its assignee shall become the legal and beneficial owner of the Restricted Stock being repurchased and all rights and interest therein or related thereto, and the


2 3 Company shall have the right to transfer to its or its assignee's own name the number of shares of Restricted Stock being repurchased by the Company or its assignee, without further action by Recipient.


(c) For purposes of facilitating the enforcement of the provisions of this Section 2, Recipient agrees that (i) the stock certificate(s) evidencing the Stock will be retained by the Company to be held in escrow for so long as such Stock remains Restricted Stock, (ii) Recipient shall promptly deliver to the Secretary or Assistant Secretary of the Company, or their designee, (A) an Assignment Separate from Certificate, in substantially the form of that attached hereto as Exhibit A, executed in blank by Recipient and Recipient's spouse (if any) with respect to each stock certificate evidencing the Stock, and (B) if Recipient is married, a Consent of Spouse in substantially the form of that attached hereto as Exhibit B, and (iii) the Company shall have the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish ...