Exhibit 10.2
AUTOMATIC STOCK OPTION GRANT
PROGRAM
FOR
ELIGIBLE DIRECTORS UNDER
THE
TRIQUINT SEMICONDUCTOR, INC. 2009
INCENTIVE PLAN
The following provisions set forth
the terms of the Automatic Stock Option Grant Program (the “
Program ”) for eligible directors of TriQuint
Semiconductor, Inc. (the “ Company ”) under the
Company’s 2009 Incentive Plan (the “ Plan
”). In the event of any inconsistency between the terms
contained herein and in the Plan, the Plan shall govern. All
capitalized terms that are not defined herein have the meanings set
forth in the Plan.
SECTION 1.
ELIGIBILITY
Each member of the Board of
Directors of the Company elected or appointed to the Board who is
not otherwise an employee or officer of the Company or any Related
Company (an “ Eligible Director ”) shall be
eligible to receive the grant of Options set forth in the Program,
subject to the terms of the Program.
SECTION 2. OPTION
GRANTS
2.1 Option Grant Types and Timing
of Grants
(a) Initial Option Grants .
Upon an Eligible Director’s initial election or appointment
to the Board as an Eligible Director, he or she shall automatically
be granted a Nonqualified Stock Option to purchase 33,000 shares of
Common Stock (the “ Initial Option Grant ”);
provided, however, that a director who is also an employee of the
Company or a Related Company but who subsequently ceases such
employment status but remains a director shall not be eligible for
an Initial Option Grant.
(b) Annual Option
Grants
(i) Immediately after the 2009
Annual Meeting of Stockholders and at each Annual Meeting of
Stockholders thereafter, each Eligible Director who was an Eligible
Director from the date of the previous Annual Meeting of
Stockholders through the date of the current Annual Meeting of
Stockholders shall automatically be granted a Nonqualified Stock
Option to purchase 17,500 shares of Common Stock (the “
Annual Option Grant ”).
(ii) Any individual who initially
becomes an Eligible Director at any time other than the date of the
Annual Meeting of Stockholders shall automatically be granted a
pro-rated Annual Option Grant to purchase that number of shares of
Common Stock obtained by multiplying 17,500 by a fraction, the
numerator of which is the difference obtained by subtracting from
twelve the number of whole calendar months that elapse from the
date such person first becomes an Eligible Director through the
date of the Annual Meeting of Stockholders immediately following
the date he or she first becomes an Eligible Director and the
denominator of which is twelve.
(c) Annual Chairman Grants .
Immediately after the 2009 Annual Meeting of Stockholders and at
each Annual Meeting of Stockholders thereafter, each Eligible
Director who acts as the Chairman of the Board shall automatically
be granted a Nonqualified Stock Option to purchase 2,500 shares of
Common Stock, if immediately after such meeting, the Eligible
Director continues to serve as the Chairman of the Board (the
“ Annual Chairman Grant ”).
2.2 Exercise Price of
Options
Options shall be granted under the
Program with a per share exercise price equal to 100% of the Fair
Market Value of the Common Stock on the Grant Date.
2.3 Option Vesting
(a) Initial Option Grants .
Each Initial Option Grant shall each vest and become exercisable
with respect to 28% of the Option one year after the Grant Date and
as to an additional 2
