Exhibit 10.54
TRIQUINT SEMICONDUCTOR,
INC.
2007 EMPLOYEE STOCK PURCHASE
PLAN
The following constitute the
provisions of the 2007 Employee Stock Purchase Plan of TriQuint
Semiconductor, Inc.
1. Purpose . The purpose of
the Plan is to provide employees of the Company and its Designated
Companies with an opportunity to purchase Common Stock at a
discount. It is the intention of the Company to have the Plan
qualify as an “employee stock purchase plan” under
Section 423 of the Code, although the Company makes no
undertaking or representation to maintain such qualification. The
provisions of the Plan, accordingly, will be construed so as to
extend and limit Plan participation in a uniform and
nondiscriminatory basis consistent with the requirements of
Section 423 of the Code. In addition, the Plan authorizes the
purchase of Common Stock under a Non-423(b) Component, pursuant to
rules, procedures or sub-plans adopted by the Administrator and
designed to achieve tax, securities law or other objectives,
provided, however, that U.S. Eligible Employees will not be
permitted to purchase Stock under the Non-423(b)
Component.
2. Definitions .
(a) “ Affiliate ”
means any entity, other than a Subsidiary, in which the Company has
an equity or other ownership interest.
(b) “ Administrator
” means the Board or any Committee designated by the Board to
administer the Plan pursuant to Section 14.
(c) “ Applicable Laws
” means the requirements relating to the administration of
equity-based awards under U.S. state corporate laws, U.S. federal
and state securities laws, the Code, any stock exchange or
quotation system on which the Common Stock is listed or quoted and
the applicable laws of any foreign country or jurisdiction where
awards are, or will be, granted under the Plan.
(d) “ Board ”
means the Board of Directors of the Company.
(e) “ Change in Control
” means the occurrence of any of the following
events:
(i) Any “person” (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rule
13d-3 of the Exchange Act), directly or indirectly, of securities
of the Company representing fifty percent (50%) or more of the
total voting power represented by the Company’s then
outstanding voting securities; or
(ii) The consummation of the sale or
disposition by the Company of all or substantially all of the
Company’s assets; or
(iii) The consummation of a merger
or consolidation of the Company with any other corporation, other
than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by
remaining outstanding or by being converted into
voting securities of the surviving entity or its parent) at least
fifty percent (50%) of the total voting power represented by
the voting securities of the Company or such surviving entity or
its parent outstanding immediately after such merger or
consolidation; or
(iv) A change in the composition of
the Board occurring within a two (2)-year period, as a result of
which less than a majority of the Directors are Incumbent
Directors. “Incumbent Directors” means Directors who
either (A) are Directors as of the effective date of the Plan,
or (B) are elected, or nominated for election, to the Board
with the affirmative votes of at least a majority of the Directors
at the time of such election or nomination (but will not include an
individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of
Directors to the Company).
(f) “ Code ”
means the Internal Revenue Code of 1986, as amended. Any reference
to a section of the Code herein will be a reference to any
successor or amended section of the Code.
(g) “ Code
Section 423(b) Component ” shall mean an employee
stock purchase plan which is designed to meet the requirements set
forth in Section 423(b) of the Code. The provisions of the
Code Section 423(b) Component shall be construed, administered
and enforced in accordance with Section 423(b) of the
Code.
(h) “ Committee ”
means a committee of the Board appointed in accordance with
Section 14 hereof.
(i) “ Common Stock
” means the common stock of the Company.
(j) “ Company ”
means TriQuint Semiconductor, Inc., a Delaware
corporation.
(k) “ Compensation
” means an Employee’s base straight time gross
earnings, commissions (to the extent such commissions are an
integral, recurring part of compensation), overtime and shift
premium, but exclusive of payments for incentive payments, bonuses
and other compensation. The Administrator has the exclusive
discretion to determine what constitutes Compensation for purposes
of the Plan.
(l) “ Designated
Company ” means any Affiliate and Subsidiary that has
been designated by the Administrator from time to time in its sole
discretion as eligible to participate in the Plan. For purposes of
the Code Section 423(b) Component, only the Company and its
Subsidiaries may be Designated Companies, provided, however, that
at any given time, a Subsidiary that is a Designated Company under
the Code Section 423(b) Component shall not be a Designated
Company under the Non-423(b) Component.
(m) “ Director ”
means a member of the Board.
(n) “ Eligible Employee
” means any individual who is a common law employee of an
Employer and is customarily employed for at least twenty
(20) hours per week and more than five (5) months in any
calendar year by the Employer, provided, however, that employees of
a Designated Company in the Non-423(b) Component may be Eligible
Employees even if their customary employment is less than five
(5) months per calendar year and/or twenty (20) hours
per
week, to the extent required by Applicable Laws.
For purposes of the Plan, the employment relationship will be
treated as continuing intact while the individual is on sick leave
or other leave of absence that the Employer approves. Where the
period of leave exceeds ninety (90) days and the
individual’s right to reemployment is not guaranteed either
by statute or by contract, the employment relationship will be
deemed to have terminated on the ninety-first (91
st ) day of such leave. To the extent
permitted by Applicable Laws, the Administrator, in its discretion,
from time to time may, prior to an Offering Date for all options to
be granted on such Offering Date, determine that the definition of
Eligible Employee will or will not include an individual if he or
she: (i) has not completed at least two (2) years of
service since his or her last hire date (or such lesser period of
time as may be determined by the Administrator in its discretion),
(ii) customarily works not more than twenty (20) hours
per week (or such lesser period of time as may be determined by the
Administrator in its discretion), (iii) customarily works not
more than five (5) months per calendar year (or such lesser
period of time as may be determined by the Administrator in its
discretion), (iv) is an officer or other manager, or
(v) is a highly compensated employee under Section 414(q)
of the Code, provided, however, that for Eligible Employees
participating in the Code Section 423(b) Component, such
determination must be made on a uniform and nondiscriminatory
basis.
(o) “ Employer ”
means any one or all of the Company and its Designated
Companies.
(p) “ Exchange Act
” means the Securities Exchange Act of 1934, as amended,
including the rules and regulations promulgated
thereunder.
(q) “ Exercise Date
” means the first Trading Day on or after June 1 and
December 1 of each year. The first Exercise Date under the
Plan will be the first Trading Day on or after December 1,
2007. The Administrator, in its discretion, from time to time may,
prior to an Offering Date for all options to be granted on such
Offering Date, determine when the Exercise Dates will occur during
an Offering Period.
(r) “ Fair Market Value
” means, as of any date and unless the Administrator
determines otherwise, the value of Common Stock determined as
follows:
(i) If the Common Stock is listed on
any established stock exchange or a national market system,
including without limitation the Nasdaq Stock Market, LLC its Fair
Market Value will be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange
or system on the date of determination, as reported in The Wall
Street Journal or such other source as the Administrator deems
reliable;
(ii) If the Common Stock is
regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value will be the mean of
the closing bid and asked prices for the Common Stock on the date
of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable;
or
(iii) In the absence of an
established market for the Common Stock, the Fair Market Value
thereof will be determined in good faith by the
Administrator.
(s) “ Fiscal Year
” means the fiscal year of the Company.
(t) “ Non-423(b)
Component ” means the grant of an option under the Plan
which is not intended to meet the requirements set forth in
Section 423(b) of the Code.
(u) “ Offering Date
” means the first Trading Day of each Offering
Period.
(v) “ Offering Periods
” means the period of time the Administrator may determine
prior to an Offering Date, for options to be granted on such
Offering Date, during which an option granted under the Plan may be
exercised, not to exceed twenty-seven (27) months. Unless the
Administrator provides otherwise, Offering Periods will have a
duration of approximately six (6) months (i) commencing
on the first Trading Day on or after June 1 of each year and
terminating on the first Trading Day on or following
December 1, approximately six (6) months later, and
(ii) commencing on the first Trading Day on or after
December 1 of each year and terminating on the first Trading
Day on or following June 1, approximately six (6) months
later; provided, however, that the first Offering Period under the
Plan will commence on the later of (i) the first Trading Day
on or after June 1, 2007, or (ii) the first Trading Day
on or after the Company’s 2007 Annual Meeting of
Stockholders, and will end on the first Trading Day on or after
December 1, 2007. The duration and timing of Offering Periods
may be changed pursuant to Sections 4 and 20.
(w) “ Parent ”
means a “parent corporation,” whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(x) “ Plan ”
means this TriQuint Semiconductor, Inc. 2007 Employee Stock
Purchase Plan, which includes a Code Section 423(b) Component
and a Non-423(b) Component.
(y) “ Purchase Period
” means the period during an Offering Period which shares of
Common Stock may be purchased on a participant’s behalf in
accordance with the terms of the Plan. Unless and until the
Administrator provides otherwise, the Purchase Period will have the
same duration and coincide with the length of the Offering
Period.
(z) “ Purchase Price
” shall be determined by the Administrator (on a uniform and
nondiscriminatory basis) prior to an Offering Date for all options
to be granted on such Offering Date, subject to compliance with
Section 423 of the Code (or any successor rule or provision or
any other applicable law, regulation or stock exchange rule) or
pursuant to Section 20. Unless and until the Administrator
provides otherwise, the Purchase Price will be equal to eighty-five
percent (85%) of the Fair Market Value of a share of Common
Stock on the Offering Date or the Exercise Date, whichever is
lower.
(aa) “ Subsidiary
” means a “subsidiary corporation,” whether now
or hereafter existing, as defined in Section 424(f) of the
Code.
(bb) “ Trading Day
” means a day on which the national stock exchange upon which
the Common Stock is listed is open for trading.
(cc) “ U.S. Eligible
Employee ” means an Eligible Employee who
(i) resides in the United States, and (ii) is employed by
the Company or by a Designated Company located in the United
States.
3. Eligibility .
(a) First Offering Period .
Any individual who is an Eligible Employee immediately prior to the
first Offering Period under the Plan will be automatically enrolled
in the first Offering Period.
(b) Subsequent Offering
Periods . Any individual who is an Eligible Employee on a given
Offering Date of any future Offering Period will be eligible to
participate in the Plan, subject to the requirements of
Section 5.
(c) Limitations . Any
provisions of the Plan to the contrary notwithstanding, no Eligible
Employee will be granted an option under the Plan (i) to the
extent that, immediately after the grant, such Eligible Employee
(or any other person whose stock would be attributed to such
Eligible Employee pursuant to Section 424(d) of the Code)
would own capital stock of the Company or any Parent or Subsidiary
of the Company and/or hold outstanding options to purchase such
stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of the capital stock
of the Company or of any Parent or Subsidiary of the Company, or
(ii) to the extent that his or her rights to purchase stock
under all employee stock purchase plans (as defined in
Section 423 of the Code) of the Company or any Parent or
Subsidiary of the Company accrues at a rate which exceeds
twenty-five thousand dollars ($25,000) worth of stock (determined
at the Fair Market Value of the stock at the time such option is
granted) for each calendar year in which such option is outstanding
at any time.
4. Offering Periods . The
Plan will be implemented by consecutive Offering Periods with a new
Offering Period commencing on the first Trading Day on or after
June 1 and December 1 each year, or on such other date as
the Administrator will determine; provided, however, that the first
Offering Period under the Plan will commence on the later of
(i) the first Trading Day on or after June 1, 2007, or
(ii) the first Trading Day on or after the Company’s
2007 Annual Meeting of Stockholders, and will end on the first
Trading Day on or after December 1, 2007. The Administrator
will have the power to change the duration of Offering Periods
(including the commencement dates thereof) with respect to future
offerings without stockholder approval if such change is announced
prior to the scheduled beginning of the first Offering Period to be
affected thereafter.
5. Participation .
(a) First Offering Period .
An Eligible Employee who has become a participant in the first
Offering Period under the Plan pursuant to Section 3(a) will
be entitled to continue his or her participation in such Offering
Period only if he or she submits to the Company’s payroll
office (or its designee) a properly completed subscription
agreement authorizing contributions to the Plan in the form
provided by the Administrator for such purpose or following an
electronic or other enrollment procedure prescribed by the
Administrator (i) no earlier than the effective date of the
filing of the Company’s Registration Statement on Form S-8
with respect to the shares of Common Stock issuable under the Plan
(the “Effective Date”) and (ii) no later than ten
(10) business days from the Effective Date or such other
period of time as the Administrator may determine (the
“Enrollment Window”). A participant’s failure to
submit the subscription agreement during the Enrollment Window
pursuant to this Section 5(a) will result in the automatic
termination of his or her participation in the first Offering
Period under the Plan.
(b) Subsequent Offering
Periods . An Eligible Employee who is eligible to participate
in the Plan pursuant to Section 3(b) may become a participant
by (i) submitting to the Company’s payroll office (or
its designee), on or before a date prescribed by the Administrator
prior to an applicable Offering Date, a properly completed
subscription agreement authorizing contributions to the Plan in the
form provided by the Administrator for such purpose, or
(ii) following an electronic or other enrollment procedure
prescribed by the Administrator.
6. Payroll
Deductions/Contributions .
(a) At the time a participant
enrolls in the Plan pursuant to Section 5, he or she will
elect to have payroll deductions made on each pay day during the
Offering Period in an amount not exceeding fifteen percent
(15%) of the Compensation which he or she receives on each pay
day during the Offering Period; provided, however, that should a
pay day occur on an Exercise Date, a participant will have the
payroll deductions made on such day applied to his or her account
under the subsequent Offering Period. To the extent required by
Applicable Laws, the Administrator, in its discretion, may decide
that a participant may contribute to the Plan by means other than
payroll deductions, provided that contributions other than payroll
deductions will be permissible only for Eligible Employees
participating in the Non-423(b) Component. A participant’s
subscription agreement will remain in effect for successive
Offering Periods unless terminated as provided in Section 10
hereof.
(b) Payroll deductions or other
contributions authorized by a participant will commence on the
first pay day following the Offering Date and will end on the last
pay day prior to the Exercise Date of such Offering Period to which
such authorization is applicable, unless sooner terminated by the
participant as provided in Section 10 hereof; provided,
however, that for the first Offering Period under the Plan, payroll
deductions or other contributions will commence on the first pay
day on or following the Enrollment Window.
(c) All payroll deductions or other
contributions made for a participant will be credited to his or her
account under the Plan and will be withheld in whole percentages
only. A participant may not make any additional payments into such
account, unless required by loca law.
(d) A participant may discontinue
his or her participation in the Plan as provided in
Section 10, or may increase or decrease the rate of his or her
payroll deductions or other contributions during the Offering
Period by (i) properly completing and submitting to the
Company’s payroll office (or its designee), on or before a
date prescribed by the Administrator prior to an applicable
Exercise Date, a new subscription agreement authorizing the change
in payroll deduction or contribution rate in the form provided by
the Administrator for such purpose, or (ii) following an
electronic or other procedure prescribed by the Administrator. If a
participant has not followed such procedures to change the rate of
payroll deductions or other contributions, the rate of his or her
payroll deductions or contributions will continue at the originally
elected rate throughout the Offering Period and future Offering
Periods (unless terminated as provided in Section 10). The
Administrator may, in its sole discretion, limit the nature and/or
number of payroll deduction or contribution rate changes that may
be made by participants during any Offering Period. Any
change
in payroll deduction or contribution rate made
pursuant to this Section 6(d) will be effective as of the
first full payroll period following five (5) business days
after the date on which the change is made by the participant
(unless the Administrator, in its sole discretion, elects to
process a given change in payroll deduction or contribution rate
more quickly).
(e) Notwithstanding the foregoing,
to the extent necessary to comply with Section 423(b)(8) of
the Code and Section 3(c), or if the Administrator reasonably
anticipates a participant has contributed a sufficient amount to
purchase a number of shares of Common Stock equal to or in excess
of the applicable limit for such Offering Period (as set forth in
Section 7 or as established by the Administrator), a
participant’s payroll deductions or other contributions may
be decreased to zero percent (0%) at any time during an Offering
Period. Subject to Section 423(b)(8) of the Code and
Section 3(c) hereof, or for participants who have had their
contributions reduced due to the applicable limits on the maximum
number of shares that may be purchased in any Offering Period,
payroll deductions or other contributions will recommence at the
rate originally elected by the participant effective as of the
beginning of the first Offering Period which is scheduled to end in
the following calendar year, unless terminated by the participant
as provided in Section 10.
(f) At the time the option is
exercised, in whole or in part, at the time some or all of the
Common Stock issued under the Plan is disposed of, or at the time
of any other relevant taxable event, the participant must make
adequate provision for the Company’s or Employer’s
federal, state, or any other tax liability payable to any
authority, national insurance, social security or other tax
withholding obligations, if any, which arise upon the relevant
taxable event. At any time, the Company or the Employer may, but
will not be obligated to, withhold from the participant’s
compensation the amount necessary for the Company or the Employer
to meet applicable withholding obligations, including any
withholding required to make available to the Company or the
Employer any tax deductions or benefits attributable to sale or
early disposition of Common Stock by the Eligible
Employee.
7. Grant of Option . On the
Offering Date of each Offering Period, each Eligible Employee
participating in such Offering Period will be granted an option to
purchase on each Exercise Date during such Offering Period (at the
applicable Purchase Price) up to a number of shares of Common Stock
determined by dividing such Eligible Employee’s co