2005 EQUITY INCENTIVE PLAN
(as amended May 6, 2010)
1. PURPOSE. The purpose of the Altera Corporation 2005 Equity Incentive Plan (the “Plan”) is to provide
incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to
the success of the Company and its Subsidiaries by offering them an opportunity to participate in the Company’s
future performance through awards of Options, Restricted Stock, Stock Bonuses, Stock Appreciation Rights
(“SARs”) and Restricted Stock Units (“RSUs”). Capitalized terms not defined in the text are defined in Section 26.
2. SHARES SUBJECT TO THE PLAN.
2.1 Number of Shares Available . Subject to Sections 2.2 and 21, 28,000,000 Shares are available for
grant and issuance under the Plan plus any Shares remaining available for grant under the Company’s (i) 1998
Director Stock Option Plan and its (ii) 1996 Stock Option Plan (collectively, the “Prior Plans”) on the Effective
Date (as defined below). Shares subject to Awards that are cancelled, forfeited, settled in cash or that expire by
their terms, including Shares subject to Awards granted under the Prior Plans that are outstanding on the Effective
Date, will be returned to the pool of Shares available for grant and issuance under the Plan. Any Award other than
an Option or a SAR shall reduce the number of Shares available for issuance by 2.25 Shares. Awards issued as an
Option or a SAR shall reduce the number of Shares available for issuance by the number of Shares underlying the
Award, regardless of the number of Shares actually issued upon exercise of the Award. No more than 3,000,000
Shares shall be issued as ISOs. The Company may issue Shares that are authorized but unissued shares pursuant to
the Awards granted under the Plan. The Company will reserve and keep available a sufficient number of Shares to
satisfy the requirements of all outstanding Awards granted under the Plan.
2.2 Adjustment of Shares . If the number of outstan