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Exhibit
10.5
[Semtech logo]
FORM OF
LONG-TERM STOCK INCENTIVE
PLAN
OPTION AWARD
CERTIFICATE
(NON-EMPLOYEE
DIRECTORS)
THIS AWARD is made this
[Date] by Semtech Corporation, a Delaware Corporation (the
“Company”), to [Legal Name] (the
“Optionee”).
R E C I T A L
S
A. The Company has
established the Company’s Long-Term Stock Incentive Plan (the
“Plan”) in order to provide members of the Board of
Directors (The “Board”) of the Company with an
opportunity to acquire shares of the Company’s common stock
(“Stock”).
B. The Plan Administrator has
determined that it would be in the best interests of the Company
and its stockholders to grant the option described in this Award
Certificate to the Optionee as an inducement to remain in the
service of the Company, and as an incentive for promoting efforts
during such service.
NOW, THEREFORE, this Award is
made on the following terms and conditions:
1. Definitions and
Incorporation . The terms used in this Award Certificate shall
have the meanings given to such terms in the Plan. The Plan is
hereby incorporated in and made a part of this Award Certificate as
if fully set forth herein.
2. Grant of Option .
Pursuant to the Plan, the Company hereby grants to the Optionee as
of the date hereof the option to purchase all or any part of an
aggregate of [Amount] shares of Stock (the
“Option”), subject to adjustment in accordance with
Section 3(d) of the Plan. The Option is not intended to
qualify as an incentive stock option under the Internal Revenue
Code of 1986, as amended.
3. Option Price . The
price to be paid for Stock upon exercise of the Option or any part
thereof shall be [Market Price] per share (the “Exercise
Price”), which equals the last trading price (in regular
trading) of a share of Stock on the Nasdaq stock market on the date
of grant of the Award or if the Stock is not traded on such date,
the closing market price on the next succeeding business day (next
day on which such Stock is traded).
4. Right to Exercise .
Subject to the conditions set forth in this Award Certificate and
the Plan, the right to exercise the Option shall accrue as follows,
with no portion of the right to exercise accruing on any other date
( e.g. no pro-ration) except as specifically set forth in
this Award Certificate or the Plan.
[Vesting is generally in
equal annual installments over three or four years, beginning on
the first anniversary of the grant date.]
5. Early Termination of
Service . Notwithstanding any other provision of this Award
Certificate, including Section 8, Section 9, or
Section 10 hereof, no portion of the Option may be exercised
for six months after the date of the award.
6. Securities Law
Requirements . No part of the Option shall be exercised if
counsel to the Company determines that any applicable registration
requirement under the Securities Act of 1933, as amended (the
“Securities Act”) or any other applicable requirement
of Federal or State law has not been met.
7. Term of Option .
The Option shall terminate in any event on the earliest of
(a) the [day before 6 year anniversary of grant] at 11:59 PM,
(b) the expiration of the period described in Section 8
below, or (c) the expiration of the period described in
Section 9 below.
8. Exercise Following
Cessation of Service . If the Optionee’s service with the
Company terminates for any reason, or no reason, whether
voluntarily or involuntarily, with or without cause, other than
death, disability or board retirement (as defined below), any
portion of the Option granted hereunder held by such person which
is not then exercisable shall terminate and any portion of the
Option which is then exercisable may be exercised within ninety
(90) consecutive days after the date of such cessation or
until the expiration of the stated term of the Option, whichever
period is shorter.
9. Exercise Following
Death, Disability or Board Retirement . If the Optionee’s
service with the Company ceases by reason of the Optionee’s
death, disability or board retirement (as defined below), the right
to exercise the Option shall immediately accrue in full and the
Option shall, subject to Section 5 above, be exercisable for
three (3) years after the date of cessation or until the
expiration of the stated term of the Option, whichever period is
shorter.
For purposes hereof, “board
retirement” means termination of an Optionee’s services
as a member of the Board (a) after ten (10) years of
service as a Director or, (b) after five (5) years of
service as a Directo
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