Exhibit 10.3
TRIQUINT SEMICONDUCTOR, INC.
2009
INCENTIVE PLAN
STOCK OPTION GRANT
NOTICE
(FOR U.S.
OPTIONEES)
TriQuint Semiconductor, Inc. (the
“Company”) hereby grants to you an Option (the
“Option”) to purchase shares of the Company’s
Common Stock under the Company’s 2009 Incentive Plan (the
“Plan”). The Option is subject to all the terms and
conditions set forth in this Stock Option Grant Notice (this
“Grant Notice”), in the Stock Option Agreement and in
the Plan, which are incorporated into this Grant Notice in their
entirety.
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[Name]
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Option
Number:
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[option
number]
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[Address]
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Option
Plan:
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[Plan]
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Grant
Date:
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[date]
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Option
Shares:
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[number]
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Exercise
Price (per Share):
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[price]
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Type of
Option:
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Incentive Stock Option*
Nonqualified Stock Option
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Vesting and Exercisability
Schedule: Subject to the
provisions of the Plan, the Option will become vested and
exercisable in installments on the dates set forth below and remain
cumulatively exercisable until the Option Expiration Date
indicated, subject to earlier expiration in the event of your
Termination of Service as set forth in the Stock Option
Agreement:
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Number of Shares
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Date Option May First Be
Exercised
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Option Expiration
Date
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[number]
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[date]
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[date]
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[number]
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[date]
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[date]
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[number]
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[date]
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[date]
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[number]
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[date]
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[date]
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Additional
Terms/Acknowledgement: By
accepting the grant of the Option, you acknowledge and agree that:
as of the Grant Date, this Grant Notice, the Stock Option Agreement
and the Plan set forth the entire understanding between you and the
Company regarding the Option and supersede all prior oral and
written agreements on the subject [ with the exception of
the following agreements:
] .
TRIQUINT SEMICONDUCTOR,
INC.
Ralph Quinsey
Chief Executive Officer
TRIQUINT SEMICONDUCTOR,
INC.
2009 INCENTIVE
PLAN
STOCK OPTION
AGREEMENT
Pursuant to your Stock Option Grant
Notice (the “Grant Notice”) and this Stock Option
Agreement (this “ Agreement ”), TriQuint
Semiconductor, Inc. has granted you an Option under its 2009
Incentive Plan (the “Plan”) to purchase the number of
shares of the Company’s Common Stock indicated in your Grant
Notice (the “Shares”) at the exercise price indicated
in your Grant Notice. Capitalized terms not defined in this
Agreement but defined in the Plan have the same definitions as in
the Plan. The Plan shall control in the event there is any express
conflict between the Plan and the Grant Notice or this Agreement
and with respect to such matters as are not expressly covered in
this Agreement.
The details of the Option are as
follows:
1. Vesting and Exercisability
. Subject to the limitations contained herein, the Option will vest
and become exercisable as provided in your Grant Notice, except
that, unless otherwise provided in the Grant Notice or this
Agreement, vesting will cease upon your Termination of Service and
the unvested portion of the Option will terminate.
2. Securities Law Compliance
. Notwithstanding any other provision of this Agreement, you may
not exercise the Option unless the Shares issuable upon exercise
are registered under the Securities Act or, if such Shares are not
then so registered, the Company has determined that such exercise
and issuance would be exempt from the registration requirements of
the Securities Act. The exercise of the Option must also comply
with other applicable laws and regulations governing the Option,
and you may not exercise the Option if the Company determines that
such exercise would not be in material compliance with such laws
and regulations.
3. Incentive Stock Option
Qualification . If so designated in your Grant N
