Form Of Executive Officer Stock Option Agreement

EXHIBIT 10.1


Form of Executive Officer Stock Option Agreement


Unless otherwise defined herein, the terms defined in Altera's 1996 Stock Option Plan (the "Plan") shall have the same defined meanings in this Option Agreement ("Agreement").


You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan, the Notice of Stock Option Grant ("Notice of Grant"), and this Agreement.


1. Vesting Rights . Subject to the applicable provisions of the Plan and this Agreement, this Option may be exercised, in whole or in part, in accordance with the schedule set forth in the Notice of Grant.

2. Termination Period .

(a) General Rule . Except as provided below, this Option may be exercised for thirty (30) days after termination of Optionee's employment with the Company. In no event shall this Option be exercised later than the Term/Expiration Date set forth in the Notice of Grant.

(b) Death; Disability . Upon the termination of Optionee's employment with the Company by reason of his or her death or Disability, this Option may be exercised for six (6) months after such termination, provided that in no event shall this Option be exercised later than the Term/Expiration Date set forth in the Notice of Grant.


(c) Retirement . Upon the termination of the Optionee's employment by reason of his or her Retirement, this Option may be exercised for five (5) years after such termination provided that in no event shall this Option be exercised later than the Term/Expiration Date as provided above. In addition, after such termination by reason of Retirement, the Optionee shall continue to vest in this Option, according to the vesting rights set forth in Section 1 above, for the following number of years based upon the Optionee's age at Retirement:

Age of Optionee at Retirement

Years of Continued Vesting

55 ? less than 57 1

57 ? less than 59 2

59 ? less than 60 3

60 + 4


3. Grant of Option . The Plan Administrator of the Company hereby grants to the Optionee named in the Notice of Grant (the "Optionee") an option (the "Option") to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the "Exercise Price"), subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 14(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 Option Agreement, the terms and conditions of the Plan shall prevail.

If designated in the Notice of Grant 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

4. Exercise of Option .


(a) Right to Exercise . This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement. In the event of Optionee's death, Disability or other termination of Optionee's employment relationship, the exercisability of the Option is governed by the applicable provisions of the Plan and this Option Agreement.


(b) Cessation of Vesting Due to Employee Schedule Change . In the event an Employee, who is regularly scheduled to work twenty (20) hours or more per week, voluntarily chooses (i.e., other than for reasons protected by law) to reduce his or her work schedule with the Company to fewer than twenty (20) hours per week, the Shares subject to the Option shall cease to vest during the period of time in which the Employee regularly maintains such a schedule. Shares subject to the Option shall begin to vest again once the Employee is regularly scheduled to work twenty (20) hours or more per week. The Administrator shall make the determination as to when vesting shall cease or begin ...