UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 29, 2009
QuickLogic Corporation
(Exact name of registrant as specified in its charter)
Delaware |
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000-22671 |
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77-0188504 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
1277 Orleans Drive, Sunnyvale, CA |
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94089-1138 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code (408) 990-4000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 29, 2009, the Board of Directors of QuickLogic Corporation (the Company) approved a measure under which each of the Companys non-employee directors will receive fully vested restricted stock units (RSUs) in lieu of 20% of the quarterly cash compensation earned during each of the third and fourth quarters of 2009. The Company intends to grant the RSUs on the Companys regularly scheduled grant date immediately following the end of each quarter in which compensation is earned and falling on a date that occurs within an open trading window under the Companys insider trading policy. The non-employee directors are to receive that number of RSUs equal to 20% of the quarterly cash compensation earned by such director divided by the closing price of the Companys stock on the date of grant multiplied by a factor of 1.2. This action is being taken in connection with the Companys cash conservation policies and is similar to measures being taken during the third and fourth quarters of 2009 during which executive officers and the Chief Executive Officer will receive 10% and 20%, respectively, of their base cash compensation in RSUs in lieu of cash.
On July 29, 2009, the Board of Directors of QuickLogic Corporation adopted a form of Stock Option Agreement (the Option Agreement); form of Restricted Stock Purchase Agreement (the RS Agreement), and form of Restricted Stock Unit Agreement (the RSU Agreement) for use under the Companys 2009 Stock Plan, adopted by the Board of Directors in March 2009 and approved by the stockholders of the Company on April 22, 2009. The Company intends to use the Option Agreement; RS Agreement; and RSU Agreement in connection with future awards of stock options, restricted stock and restricted stock units to its officers, directors and employees. The form of Option Agreement, RS Agreement and RSU Agreement are substantially the same as the forms of agreement adopted for use in connection with equity awards made under the Companys 1999 Stock Plan.
The foregoing description of the form of Option Agreement, form of RS Agreement and form of RSU Agreement, does not purport to be complete and is qualified in its entirety by reference to each document, a copy of which is attached hereto as Exhibit 10.26, 10.27 and 10.28 respectively, and incorporated herein by reference.
Section 9 Financial Statements and Exhibits
Item 9.01(d) Exhibits.
10.26 |
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Form of Notice of Grant and Stock Option Agreement under the 2009 Stock Plan. |
10.27 |
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Form of Notice of Grant of Stock Purchase Right and Restricted Stock Purchase Agreement under the 2009 Stock Plan. |
10.28 |
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Form of Notice of Grant of Restricted Stock Unit and Restricted Stock Unit Agreement under the 2009 Stock Plan. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 4, 2009 |
QuickLogic Corporation |
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/s/ Ralph S. Marimon |
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Ralph S. Marimon |
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Vice President, Finance and Chief Financial Officer |
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Exhibit 10.26
QUICKLOGIC CORPORATION
2009 STOCK PLAN
NOTICE OF GRANT OF STOCK OPTIONS
Unless otherwise defined herein, the terms defined in the 2009 Stock Plan (the Plan) will have the same defined meanings in this Notice of Grant of Stock Options (the Notice of Grant) and the Stock Option Agreement, attached hereto as Exhibit A (the Stock Option Agreement or Agreement).
QuickLogic Corporation is pleased to inform you that you, the undersigned Optionee, have been granted an option (Option) to purchase common stock (hereinafter referred to as the Shares) of the Company, subject to the terms and conditions of the Plan and this Agreement, as follows:
Optionee: |
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Grant Number: |
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Date of Grant: |
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Vesting Commencement Date: |
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Exercise Price, per Share: |
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Number of Shares Granted: |
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Term of Option: |
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Type of Option: |
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Incentive Stock Option |
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Nonstatutory Stock Option |
Vesting Schedule: The option may be exercised as it vests. The options will vest in accordance with the following vesting schedule, so long as a Vesting Cessation Date (as defined herein) has not occurred.
25% of the Shares subject to the Option shall vest twelve months after the Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall vest each month thereafter. Fully vested in four years.
25% of the Shares subject to the Option shall vest twelve months after the Vesting Commencement Date, and 1/8 of the Shares subject to the Option shall vest fifteen months after the Vesting Commencement Date and each six months thereafter. Fully vested in 15 quarters.
1/12 th of the Shares subject to the Option shall vest for each full month of Service after the Vesting Commencement Date. Fully vested in one year.
l/24 th of the Shares subject to the Option shall vest for each full month of Service after the Vesting Commencement Date. Fully vested in two years.
1/ of the Shares subject to the Option shall vest after the Vesting Commencement Date. Thereafter, 1/ of the Shares shall vest for each full of Service. Fully vested in .
1/ of the Shares subject to the Option shall vest for each full of Service after the Vesting Commencement Date.
100% of the Shares subject to the Option shall be fully vested on the grant date.
Termination of Relationship as a Service Provider or Provision of Notice of Employment Termination; Vesting Cessation Date . If Optionee (i) ceases to provide ongoing service as a Service Provider (for any reason and regardless of any appropriate court finding such termination unfair or irregular on any basis whatsoever), or (ii) is provided with notice of termination of employment (for any reason and regardless of any appropriate court finding the related termination unfair or irregular on any basis whatsoever) and ceases to provide ongoing service during the notice period, the Optionee may exercise his or her Option for a three month period beginning (a) the earlier of the date of such cessation as a Service Provider or the last date of ongoing service after receiving a notice of termination of employment, or (b) such later date as required by Applicable Law (the earlier of these dates or such later date required by Applicable Law is referred to herein as the Vesting Cessation Date, as reasonably fixed and determined by the Administrator). Such exercise period shall automatically extend from three to twelve months in the event Optionee ceases to be a Service Provider as a result of Optionees death or Disability. In no event shall this Option be exercised later than the expiration of the term of such Option as set forth in the Option Agreement. Optionee further acknowledges and agrees that this 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 or for any other period and shall not interfere with Optionees right or the Companys right to terminate Optionees relationship as a Service Provider at any time, with or without notice, except as otherwise required by Applicable Law. At the sole discretion of Company, subject to Applicable Law, Optionee may be paid a lump sum for their cash compensation in lieu of notice. Options which do not vest by the Vesting Cessation Date shall automatically become void and without further effect. In such event, the underlying Shares shall be returned to the Plan.
The Stock Option Agreement included as Exhibit A and the Plan are incorporated herein by reference. The Plan, Stock Option Agreement and this Notice of Grant constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionees interest except by means of a writing signed by the Company and the Optionee. The Company will administer the Plan from the United States of America, and any disputes will be settled in the U.S. according to U.S. law. This Notice of Grant, Stock Option Agreement, Plan and all awards are governed by the internal substantive laws,
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but not the choice of law principles, of the State of California, United States of America.
By Optionees signature and the signature of the Companys representative below, Optionee and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement and this Notice of Grant. Optionee has reviewed the Plan, the Stock Option Agreement and this Notice of Grant in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan, the Stock Option Agreement and this Notice of Grant. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan, the Stock Option Agreement and this Notice of Grant.
OPTIONEE: |
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QUICKLOGIC CORPORATION |
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By: |
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Signature |
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Title: |
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Print Name |
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Date: |
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Date: |
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OPTIONEE ADDRESS: |
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BENEFICIARY:
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Print Name |
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Date: |
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Consent of spouse required if beneficiary is someone other than spouse:
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Please return this Notice of Grant of Stock Options to the Stock Administrator of the Company.
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EXHIBIT A
STOCK OPTION AGREEMENT
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(i) the loss or diminution in value of such rights under the Plan, or
(ii) Optionee ceasing to have any rights under, or ceasing to be entitled to any rights under the Plan as a result of such termination or administration.
(b) The Company has the right, at any time to amend, suspend or terminate the Plan. The Plan will not be deemed to constitute, and will not be construed by Optionee to constitute, part of the terms and conditions of employment, and that the Company will not incur any liability of
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any kind to Optionee as a result of any change or amendment, or any cancellation, of the Plan at any time.
(c) The Optionees employment with the Company and its Subsidiaries is not affected at all by any grant and it is agreed by the Optionee not to create an entitlement and will not be included in the Optionees entitlement at common law for damages during any reasonable notice period. Accordingly, the terms of the Optionees employment with the Company and its Subsidiaries will be determined from time to time by the Company or the Subsidiary employing the Optionee (as the case may be), and the Company or the Subsidiary will have the right, which is hereby expressly reserved, to terminate or change the terms of the employment of the Optionee at any time for any reason whatsoever, with or without good cause or notice, and to determine when Optionee is no longer providing ongoing service to the Company for purposes of administering Optionees Option, except as may be expressly prohibited by the laws of the jurisdiction in which the Optionee is employed.
(d) The future value of the Shares is unknown and cannot be predicted with certainty.
(ii) For Employees of Locations Other than Canada: Optionee has received this Agreement and any other related communications and consents to having received these documents solely in English.
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Exhibit A-1
2009 STOCK PLAN
STOCK OPTION EXERCISE FORM
Your completed form should be returned by fax or mail to: Stock Administration. Phone: (408) 990-4120.
Fax: (408) 990-4276. Incomplete forms may cause a delay in processing/receipt of funds.
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1. I hereby elect to exercise the following stock option(s):
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Grant
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Grant Type
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Grant Price
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# of Shares
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Amount Due
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Amount Due
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TOTALS |
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2. Method of Exercise (Please Check One):
Cash Exercise (Exercise-and-Hold)
Same-Day-Sale (Exercise and sell all shares)
It is your responsibility to contact a broker to sell your stock option shares.
Stock Administration will not contact a broker for you.
**Tax Due: (U.S. employees ONLY) For NQ option exercise - We are required to collect Federal Income Tax, Applicable State Income Tax, Medicare, Social Security, and SDI.
3. Please deliver all shares to: (If shares are to be delivered to a broker, you must establish an account prior to delivery.)
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Mail stock certificate to my home address as listed above (make sure the address is legible.)
4. I understand that Stock Administration will not process my exercise until all information has been provided.
I understand that I should read a current copy of the Companys Prospectus prior to making any investment; and that, if necessary, I can contact the Company directly to obtain one.
I understand that, if I am an officer or director of the Company, I may be subject to additional requirements under Federal securities regulation which pertain to this type of transaction.
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Exhibit 10.27
QUICKLOGIC CORPORATION
2009 STOCK PLAN
NOTICE OF GRANT OF STOCK PURCHASE RIGHT
Unless otherwise defined herein, the terms defined in the 2009 Stock Plan (the Plan) will have the same defined meanings in this Notice of Grant of Stock Purchase Right and the Restricted Stock Purchase Agreement, attached hereto as Exhibit A (the Restricted Stock Purchase Agreement or Agreement).
QuickLogic Corporation is pleased to inform you that you, the undersigned Purchaser, have been granted a right to purchase Restricted Stock (hereinafter referred to as the Shares) of the Company, subject to the terms and conditions of the Plan and this Agreement, as follows:
Purchaser: |
Grant Number: |
Date of Grant: |
Expiration Date: |
Vesting Commencement Date: |
Exercise Price, per Share: |
Number of Shares Granted: |
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Vesting Schedule (Check one): |
Exercise and Vesting Schedule : This grant is exercisable immediately, in whole or in part, and the Restricted Stock shall vest according to the following vesting schedule. Purchaser will generally be taxed when the Restricted Stock vests and the Companys repurchase option has lapsed. The Restricted Stock is intended (but not guaranteed) to vest in an open trading window under the Companys insider trading policy. This should help enable the Purchaser to sell a portion of the delivered shares to cover the Purchasers tax obligations. If the trading window is closed on a scheduled vesting date, vesting of the Restricted Stock will be delayed until the trading window is open. A Purchaser vests in the Restricted Stock in accordance with the following vesting schedule, so long as a Vesting Cessation Date has not yet occurred:
25% of the shares will vest on the first open trading day under the Companys insider trading policy occurring on or after the one year anniversary of the Vesting Commencement Date; thereafter, 1/16 of the Shares will vest on the first open trading day under the Companys insider trading policy on or after each successive quarter following the first anniversary, so as to be 100% vested on the first open trading day on or after the fourth anniversary of the Vesting Commencement Date.
25% of the shares are scheduled to vest on the first open trading day under the Companys insider trading policy on or after each quarter following the Vesting Commencement Date, so as to be 100% vested on the first open trading day on or after the first anniversary of the Vesting Commencement Date.
The shares are immediately vested upon grant.
Other:
In no event shall the Shares vest after the 10 th anniversary of the Date of Grant.
For instance, assume a Purchaser received a stock purchase right to acquire 160 shares on 2/15/06 under scheduled vesting date alternative 1, and that the Purchaser exercised the purchase right. If the trading window under the Companys insider trading policy is open on 2/15/07, 5/15/07 and 8/15/07, the Purchaser would vest 40 shares on 2/15/07, 10 shares on 5/15/07 and 10 shares on 8/15/07. If the trading window was closed 3/1/07 and reopened 8/20/07, the Purchaser would vest 40 shares on 2/15/07 and 20 shares on 8/20/07.
In these examples, if the Purchaser ceased providing services to the Company as a director, employee or consultant on 6/1/07, the individual would have vested in 50 shares in the open trading window scenario, and in 40 shares under the closed trading window scenario.
YOU MUST EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THE EXPIRATION DATE OR IT WILL TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES.
Non-Transferability of Stock Purchase Right . This Stock Purchase Right may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Purchaser only by Purchaser. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Stock Purchase Right or the unreleased shares, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this right and the rights and privileges conferred hereby immediately will become null and void. The terms of the Restricted Stock Purchase Agreement, Plan and Notice of Grant of Stock Purchase Right will be binding upon the executors, administrators, heirs, successors and assigns of the Purchaser.
Termination of Relationship as a Service Provider or Provision of Notice of Employment Termination; Vesting Cessation Date . If Purchaser (i) ceases to provide ongoing service as a Service Provider (for any reason and regardless of any appropriate court finding such termination unfair or irregular on any basis whatsoever), or (ii) the Purchaser is provided with notice of termination of employment (for any reason and regardless of any appropriate court finding the related termination unfair or irregular on any basis whatsoever) and ceases to provide ongoing service during the notice period, the Company will, in the period commencing (a) on the earlier of the date of such cessation as a Service Provider or the last date of ongoing service after receiving a notice of termination of employment, or (b) such later date as required by Applicable
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Law (the earlier of these dates or such later date required by Applicable Law is referred to herein as the Vesting Cessation Date, as reasonably fixed and determined by the Administrator) and ending three months later, have an irrevocable, exclusive option to repurchase up to that number of Shares which constitute the Unreleased Shares (as defined in Section 4) at the original Exercise Price per share (the Repurchase Price) (the Repurchase Option). At the sole discretion of Company, subject to Applicable Law, Purchaser may be paid a lump sum for their cash compensation in lieu of notice.
By Purchasers signature and the signature of the Companys representative below, Purchaser and the Company agree that this Stock Purchase Right is granted under and governed by the terms and conditions of the Plan, the Restricted Stock Purchase Agreement (including exhibits A-1 to A-3) and this Notice of Grant of Stock Purchase Right. Purchaser has reviewed the Plan, the Restricted Stock Purchase Agreement (including exhibits A-1 to A-3) and this Notice of Grant of Stock Purchase Right, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan, the Restricted Stock Purchase Agreement (including exhibits A-1 to A-3) and this Notice of Grant of Stock Purchase Right. Purchaser agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan, the Restricted Stock Purchase Agreement (including exhibits A-1 to A-3) and this Notice of Grant of Stock Purchase Right. Purchaser further agrees to notify the Company upon any change in the residence indicated in the Notice of Grant of Stock Purchase Right.
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Please return this Notice of Grant of Stock Purchase Right, Assignment Separate from Certificate, and Joint Escrow Instructions to the Stock Administrator of the Company.
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EXHIBIT A
RESTRICTED STOCK PURCHASE AGREEMENT
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8. Restrictive Legends; Stop-Transfer Orders; Refusal to Transfer .
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND
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REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES.
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Purchaser acknowledges and agrees that the Company may refuse to deliver Shares if Purchaser has not made appropriate arrangements with the Company to satisfy tax withholding requirements, FBT or NIC.
Set forth below is a brief summary as of the date of grant of this Stock Purchase Right of some of the federal tax consequences of exercise of this Stock Purchase Right and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
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broker or otherwise) having a Fair Market Value equal to the minimum amount required to be withheld.
PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASERS SOLE RESPONSIBILITY AND NOT THE COMPANYS TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASERS BEHALF.
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(ii) For Employees of Locations Other than Canada : Purchaser has received this Agreement and any other related communications and consents to having received these documents solely in English.
Any notice to the Escrow Holder will be sent to the Companys address with a copy to the other party not sending the notice.
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EXHIBIT A-1
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED I, , hereby sell, assign and transfer unto QuickLogic Corporation shares of the Common Stock of QuickLogic Corporation standing in my name on the books of said corporation represented by Certificate No. herewith and do hereby irrevocably constitute and appoint to transfer the said stock on the books of the within named corporation with full power of substitution in the premises.
This Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement between QuickLogic Corporation and the undersigned dated , (the Agreement).
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INSTRUCTIONS: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its Repurchase Option as set forth in the Agreement, without requiring additional signatures on the part of the Purchaser.
EXHIBIT A-2
JOINT ESCROW INSTRUCTIONS
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QuickLogic Corporation
1277 Orleans Drive
Sunnyvale, CA 94089
Attention: Corporate Secretary
Dear Corporate Secretary:
As Escrow Agent for both QuickLogic Corporation (the Company) and the undersigned purchaser of stock of the Company (the Purchaser), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (Agreement) between the Company and the undersigned, in accordance with the following instructions:
1. In the event the Company and/or any assignee of the Company (referred to collectively for convenience herein as the Company) exercises the Companys repurchase option set forth in the Agreement (the Repurchase Option), the Company will give to Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.
2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against the simultaneous delivery to you of the purchase price (by cash, a check, or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the Companys Repurchase Option.
3. Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. Purchaser does hereby irrevocably constitute and appoint you as Purchasers attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 3, Purchaser will exercise all rights and privileges of a shareholder of the Company while the stock is held by you.
4. Upon written request of the Purchaser, unless the Companys Repurchase Option has been exercised, you will deliver to Purchaser a certificate or certificates representing so many shares of stock as are not then subject to the Companys Repurchase Option. Within four (4) months after cessation of Purchasers continuous employment by or services to the Company, or any parent or subsidiary of the Company, you will deliver to Purchaser a certificate or certificates representing the aggregate number of shares held or issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to exercise of the Companys Repurchase Option.
5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Purchaser, you will deliver all of the same to Purchaser and will be discharged of all further obligations hereunder.
6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.
7. You will be obligated only for the performance of such duties as are specifically set forth herein and may rely and will be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You will not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys will be conclusive evidence of such good faith.
8. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you will not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.
9. You will not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.
10. You will not be liable for the outlawing of any rights under the Statute of Limitations with respect to these Joint Escrow Instructions or any documents deposited with you.
11. You will be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefore.
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12. Your responsibilities as Escrow Agent hereunder will terminate if you will cease to be an officer or agent of the Company or if you will resign by written notice to each party. In the event of any such termination, the Company will appoint a successor Escrow Agent.
13. If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto will join in furnishing such instruments.
14. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes will have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you will be under no duty whatsoever to institute or defend any such proceedings.
15. Any notice required or permitted hereunder will be given in writing and will be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses or at such other addresses as a party may designate by ten (10) days advance written notice to each of the other parties hereto.
COMPANY: QuickLogic Corporation
1277 Orleans Drive
Sunnyvale, CA 94089
Attention: Corporate Secretary
PURCHASER:
ESCROW AGENT: QuickLogic Corporation
1277 Orleans Drive
Sunnyvale, CA 94089
Attention: Corporate Secretary
16. By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement.
17. This instrument will be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns.
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18. The Restricted Stock Purchase Agreement is incorporated herein by reference. These Joint Escrow Instructions, the 2009 Stock Plan and the Restricted Stock Purchase Agreement (including the exhibits referenced therein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Escrow Agent, the Purchaser and the Company with respect to the subject matter hereof, and may not be modified except by means of a writing signed by the Escrow Agent, the Purchaser and the Company.
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Very truly yours, |
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QUICKLOGIC CORPORATION |
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Title: |
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PURCHASER: |
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(Signature) |
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(Typed or Printed Name) |
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ESCROW AGENT: |
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Corporate Secretary |
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EXHIBIT A-3
ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986
The undersigned taxpayer hereby elects, pursuant to the above-referenced Federal Tax Code, to include in taxpayers gross income for the current taxable year, the amount of any compensation taxable to taxpayer in connection with his receipt of the property described below:
1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows:
NAME: |
TAXPAYER: |
SPOUSE: |
ADDRESS:
IDENTIFICATION NO.: |
TAXPAYER: |
SPOUSE: |
TAXABLE YEAR:
2. The property with respect to which the election is made is described as follows: shares (the Shares) of the Common Stock of QuickLogic Corporation (the Company).
3. The date on which the property was transferred is: , .
4. The property is subject to the following restrictions:
The Shares may be repurchased by the Company, or its assignee, on certain events. This right lapses with regard to a portion of the Shares based on the continued performance of services by the taxpayer over time.
5. The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is:
$
6. The amount (if any) paid for such property is:
$
The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigneds receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property.
The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.
Dated: ,
, Taxpayer
The undersigned spouse of taxpayer joins in this election.
Dated: ,
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Exhibit 10.28
QUICKLOGIC CORPORATION
2009 STOCK PLAN
NOTICE OF GRANT OF RESTRICTED STOCK UNITS
Unless otherwise defined herein, the terms defined in the 2009 Stock Plan (the Plan) will have the same defined meanings in this Notice of Grant of Restricted Stock Units (the Notice of Grant) and the Restricted Stock Unit Agreement, attached hereto as Exhibit A (the Restricted Stock Unit Agreement or Agreement).
Grantee:
Address:
Grantee has been granted the right to receive an award of Restricted Stock Units, subject to the terms and conditions of the Plan and the Agreement, as follows:
Grant Number
Date of Grant
Vesting Commencement Date
Number of Restricted Stock Units
Vesting Schedule :
Grantee will generally be taxed when the Restricted Stock Units (RSUs) vest and Shares are delivered. The RSUs are intended (but not guaranteed) to vest in an open trading window under the Companys insider trading policy. This should help enable the Grantee to sell a portion of the delivered shares to cover the Grantees tax obligations. If the trading window is closed on a scheduled vesting date, vesting of the RSUs will be delayed until the trading window is open. A Grantee vests in the RSU in accordance with the following vesting schedule, so long as a Vesting Cessation Date (as defined herein) has not yet occurred:
This RSU will vest, in whole or in part, according to the following vesting schedule:
Scheduled quarterly vesting over four years with a one-year cliff. 25% of the RSU will vest on the first open trading day under the Company s insider trading policy occurring on or after the one year anniversary of the Vesting Commencement Date; thereafter 1/16 of the RSUs will vest on the first open trading day under the Companys insider trading policy on or after each successive quarter following the first anniversary, so as to be 100% vested on the first open trading day on or after the fourth anniversary of the Vesting Commencement Date;
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Scheduled bi-annual vesting over 15 quarters with a one-year cliff. 25% of the RSUs will vest on the first open trading day under the Company s insider trading policy occurring on or after the one year anniversary of the Vesting Commencement Date; 1/8 of the RSUs will vest on the first open trading day under the Companys insider trading policy on or after the date which is 15 months from the Vesting Commencement Date; thereafter 1/8 of the RSUs will vest on the first open trading day under the Companys insider trading policy on or after each successive six months, so as to be 100% vested on the first open trading day on or after the date which is 15 quarters from the Vesting Commencement Date.
Scheduled annual vesting over four years. 25% of the RSUs will vest each year on the first open trading day under the Company s insider trading policy on or after the anniversary of the Vesting Commencement Date, so as to be 100% vested on the first open trading day on or after the fourth anniversary of the Vesting Commencement Date;
Scheduled quarterly vesting over one year. 25% of the RSUs are scheduled to vest on the first open trading day under the Companys insider trading policy on or after each quarter following the Vesting Commencement Date, so as to be 100% vested on the first open trading day on or after the first anniversary of the Vesting Commencement Date;
The RSUs are vested in full upon grant; or
Other:
Example:
Grantee Montana is awarded RSUs to acquire 160 Shares on 2/10/06 under Service Vesting alternative 1. If the trading window under the Companys insider trading policy is open on 2/10/07, 5/10/07 and 8/10/07, Grantee Montana vests as to 40 Shares on 2/10/07, 10 Shares on 5/10/07 and 10 Shares on 8/10/07.
If the trading window is closed on 3/1/07 and reopens on 8/20/07, Grantee Montana vests as to 40 Shares on 2/10/07 and 20 Shares on 8/20/07.]
Term of Service Vesting RSUs . Service vesting RSUs shall automatically expire, to the extent then unvested, on the Vesting Cessation Date. RSUs which expire shall automatically become void and without further effect. In such event, the underlying Shares shall be returned to the Plan. The maximum term of a RSU is ten (10) years.
The Restricted Stock Unit Agreement included as Exhibit A and the Plan are incorporated herein by reference. The Plan, Restricted Stock Unit Agreement and this Notice of Grant constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantees interest except by means of a writing signed by the Company and Grantee. The Company will administer the Plan from the United States of America, and any disputes will be settled in the U.S. according to U.S. law. This Notice of Grant, Restricted Stock Unit Agreement, Plan and all awards are governed by the internal
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substantive laws, but not the choice of law principles, of the State of California, United States of America.
By Grantees signature, Grantee agrees that this award is granted under and governed by the terms and conditions of the Plan, the Restricted Stock Unit Agreement and this Notice of Grant. Grantee has reviewed the Plan, the Restricted Stock Unit Agreement and this Notice of Grant in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan, the Restricted Stock Unit Agreement and this Notice of Grant. Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan, the Restricted Stock Unit Agreement and this Notice of Grant.
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EXHIBIT A
RESTRICTED STOCK UNIT AGREEMENT
1. Grant of Restricted Stock Units . The Company hereby grants to the Grantee named in the Notice of Grant under the Plan an award of Restricted Stock Units (RSUs), subject to all of the terms and conditions in this Restricted Stock Unit Agreement and the Plan, which is incorporated herein by reference. Subject to Section 16(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 Agreement, the terms and conditions of the Plan will prevail.
2. Companys Obligation . Each RSU represents the right to receive a Share in accordance with the vesting schedule in the attached Notice of Grant. Unless and until the RSUs vest, the Grantee will have no right to receive Shares underlying such RSUs. Prior to actual distribution of Shares pursuant to any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.
3. Vesting Schedule . Subject to paragraph 4 of this Agreement, the RSUs awarded by this Agreement will vest and all restrictions lapse according to the vesting schedule specified in the Notice of Grant.
4. Forfeiture upon Termination as a Service Provider . Notwithstanding any contrary provision of this Agreement or the Notice of Grant, if the RSU expires for any or no reason prior to vesting, the unvested RSUs awarded by the Notice of Grant and this Agreement will thereupon be forfeited at no cost to the Company.
5. Payment after Vesting . Any RSUs that vest in accordance with paragraph 3 of this Agreement will be paid to the Grantee (or in the event of the Grantees death, to Grantees estate) in Shares, provided that to the extent determined appropriate by the Company, any federal, state and local withholding taxes, fringe benefit tax (FBT) or National Insurance Contribution (NIC) tax with respect to such RSUs will be paid by the Grantee in the manner allowed by the Company.
6. Tax Withholding and Consequences . Regardless of any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding, FBT or NIC paid or payable in respect of the grant, vesting, release, cancellation, transfer of the RSUs or issuance of the related Shares (Tax-Related Items), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee are and remain Grantees responsibility and that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the grant, vesting or delivery of RSUs or related Shares, the subsequent sale of Shares and/or the receipt of any dividends; and (b) does not commit to structure the terms of a RSU grant to reduce or eliminate Grantees liability for Tax-Related Items. Set forth below is a brief summary as of the date of grant of this Restricted Stock Unit Agreement of some of the United States federal tax consequences of vesting of this RSU and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
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7. Tax Obligations . Grantee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Grantee) in accordance with the procedures offered by the Company for the satisfaction of all federal, state, local and foreign income and employment tax withholding requirements, FBT and NIC applicable to the grant, vesting or issuance of Shares pursuant to an award of RSUs. Grantee also agrees to reimburse or pay the Company (including its subsidiaries) in full, any liability that the Company incurs towards any FBT or NIC paid or payable in respect of the grant, vesting, release, cancellation, transfer or delivery of the RSU or related Shares, within the time and in the manner prescribed by the Company. The Administrator may in its sole discretion determine amounts and whether the withholding taxes and/or FBT and/or NIC with respect to such RSUs and related Shares will be paid by cash, selling a portion of vested shares, electing to have the Company withhold otherwise deliverable Shares having a value equal to the minimum amount statutorily required to be withheld, selling a sufficient number of such Shares otherwise deliverable to Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) having a Fair Market Value equal to the amount required, by directing a portion of the proceeds to the Company, by payroll withholding, by delivering already vested and owned Shares to the Company, by delivering net shares, by direct payment from the Grantee to the Company, by some other method, or by some combination thereof. Grantee agrees to execute any additional documents requested by the Company for such reimbursement of such taxes to the Company.
Grantee grants to the Company the irrevocable authority, as agent of Grantee and on Grantees behalf, to sell or procure the sale of sufficient Shares subject to this award of RSUs so that the net proceeds receivable by the Company are as far as possible equal to but not less than the amount of any withholding tax, FBT or NIC the Grantee is liable for (including pursuant to the preceding paragraph) and the Company will account to Grantee for any balance.
Grantee acknowledges and agrees that the Company may refuse to deliver Shares if Grantee has not made appropriate arrangements with the Company to satisfy tax withholding requirements, FBT or NIC.
8. No Guarantee of Continued Service . GRANTEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF RSUs PURSUANT TO THE NOTICE OF GRANT OF RSUs HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED). GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET
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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 WITH GRANTEES RIGHT OR THE COMPANYS RIGHT TO TERMINATE GRANTEES SERVICE PROVIDER STATUS AT ANY TIME, WITH OR WITHOUT CAUSE, EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW. ACCORDINGLY, GRANTEE DOES NOT HAVE ANY ENTITLEMENT TO A RSU IF GRANTEE RESIGNS OR IF THERE IS A VESTING CESSATION DATE FOR ANY REASON PRIOR TO THE DATE THAT THE RSU VESTS.
10. Electronic Delivery . The Company may, in its sole discretion, decide to deliver any documents related to the award of RSUs or issuance of Shares and participation in the Plan or future Restricted Stock Unit Agreements that may be awarded under the Plan by electronic means or to request Grantees consent to participate in the Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan
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through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
11. Payments after Death . Any distribution or delivery to be made to the Grantee under this Agreement will, if the Grantee is then deceased, be made to the administrator or executor of the Grantees estate or, if none, to the persons entitled to received such distribution or delivery under the Grantees will or the laws of descent or distribution. Any such recipient must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.
12. Grant is Not Transferable . Except to the limited extent provided in paragraph 11 of this Agreement, this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.
13. Rights as Stockholder . Neither the Grantee nor any person claiming under or through the Grantee 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 the Grantee or Grantees broker or had the Shares electronically transferred to Grantees account.
14. Acknowledgments . The Grantee expressly acknowledges the following:
(a) The Company (whether or not Grantees employer) is granting the award of RSUs. That the grant of the award, future grants of awards, and benefits and rights provided under the Plan are at the complete discretion of the Company and do not constitute regular or periodic payments, or remuneration under the terms of employment. No grant of awards will be deemed to create any obligation to grant any further awards, whether or not such a reservation is explicitly stated at the time of such a grant. The benefits and rights provided under the Plan are not to be considered part of Grantees salary or total compensation for purposes of determining Grantees entitlement upon termination and will not be included for purposes of calculating any severance, resignation, termination, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, life insurance, 401(k) profit sharing or any other payments, benefits or rights of any kind. Grantee waives any and all rights to compensation or damages as a result of the termination of employment with the Company or its subsidiaries and the administration of the Plan and this grant for any reason whatsoever insofar as those rights result or may result from:
(i) the loss or diminution in value of such rights under the Plan, or
(ii) Grantee ceasing to have any rights under, or ceasing to be entitled to any rights under the Plan as a result of such termination or administration.
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(b) The Company has the right, at any time to amend, suspend or terminate the Plan. The Plan will not be deemed to constitute, and will not be construed by Grantee to constitute, part of the terms and conditions of employment, and that the Company will not incur any liability of any kind to Grantee as a result of any change or amendment, or any cancellation, of the Plan at any time.
(c) The Grantees employment with the Company and its Subsidiaries is not affected at all by any award and it is agreed by the Grantee not to create an entitlement and will not be included in the Grantees entitlement at common law for damages during any reasonable notice period. Accordingly, the terms of the Grantees employment with the Company and its Subsidiaries will be determined from time to time by the Company or the Subsidiary employing the Grantee (as the case may be), and the Company or the Subsidiary will have the right, which is hereby expressly reserved, to terminate or change the terms of the employment of the Grantee at any time for any reason whatsoever, with or without good cause or notice, and to determine when Grantee is no longer providing ongoing service to the Company for purposes of administering Grantees grant of RSUs, except as may be expressly prohibited by the laws of the jurisdiction in which the Grantee is employed.
(d) The future value of the Shares is unknown and cannot be predicted with certainty.
15. Binding Agreement . Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
16. 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 the Grantee (or Grantees 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.
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17. Administrator Authority . The Administrator has the power to interpret the Plan, the Notice of Grant and this Agreement and to adopt such rules for the administration, interpretation and application thereof as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any RSUs have vested). Any dispute regarding the interpretation of this Agreement will be submitted by Grantee or by the Company forthwith to the Administrator which will review such dispute at its next regular meeting. All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Grantee, 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, the Notice of Grant or this Agreement.
18. Address for Notices . Any notice to be given to the Company under the terms of this Agreement will be made in writing and deemed effective: (i) upon delivery when delivered in person; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested, addressed to the Company at 1277 Orleans Drive, Sunnyvale, CA 94089, Attn : Stock Administrator, or at such other address as the Company may hereafter designate in writing or electronically.
19. Captions . Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
20. Agreement Severable . In the event that any provision in this 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 Agreement.
21. Modifications to the Agreement . This Agreement constitutes the entire understanding of the parties on the subjects covered. Grantee expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this 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 Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Grantee, to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the Code) or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection to this award of RSUs.
22. No Waiver . Either partys failure to enforce any provision or provisions of this Agreement will not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and will not constitute a waiver of either partys right to assert all other legal remedies available to it under the circumstances.
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