EXHIBIT 4.1


 


TRIQUINT
SEMICONDUCTOR, INC.


1998 NONSTATUTORY STOCK
OPTION PLAN


(AS AMENDED AND RESTATED
EFFECTIVE NOVEMBER 2002)


 


1.             Purposes
of the Plan.  The purposes of this
1998 Nonstatutory Stock Option Plan are to attract and retain the best
available personnel for positions of substantial responsibility, to provide
additional incentive to Employees and Consultants of the Company and to promote
the success of the Company’s business.


2.             Definitions.  As used herein, the following definitions
shall apply:


(a)           “Administrator”
shall mean the Board or any of its Committees as shall be administering the
Plan, in accordance with Section 4 of the Plan.


(b)           “Applicable
Laws” means the requirements relating to the administration of stock option
plans 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 Options are, or will be, granted under the Plan.


(c)           “Board”
shall mean the Board of Directors of the Company.


(d)           “Code”
shall mean the Internal Revenue Code of 1986, as amended.


(e)           “Common
Stock” shall mean the Common Stock of the Company.


(f)            “Company”
shall mean TriQuint Semiconductor, Inc., a Delaware corporation.


(g)           “Committee”
shall mean a Committee appointed by the Board of Directors in accordance with
Section 4 of the Plan.


(h)           “Consultant”
shall mean any person who is engaged by the Company or any Parent or Subsidiary
to render consulting services and is compensated for such consulting services;
provided that the term Consultant shall not include directors who are not
compensated for their services; or are paid only a director’s fee by the
Company.


(i)            “Director”
shall mean a member of the Board.


(j)            “Continuous
Status as an Employee or Consultant” shall mean the absence of any
interruption or termination of service as an Employee or Consultant.


(k)           “Employee”
shall mean any person, including officers and directors, employed by the
Company or any Parent or Subsidiary of the Company.  The payment of a director’s fee by the Company shall not be
sufficient to constitute “employment” by the Company.

















 


(l)            “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


(m)          “Officer”
shall mean a person who is an officer of the Company within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.


(n)           “Option”
shall mean a nonstatutory stock option granted pursuant to the Plan that is not
intended to qualify as an incentive stock option within the meaning of Section
422 of the Code and the regulations promulgated thereunder.


(o)           “Optioned
Stock” shall mean the Common Stock subject to an Option.


(p)           “Optionee”
shall mean an Employee or Consultant who holds an outstanding Option.


(q)           “Parent”
shall mean a “parent corporation”, whether now or hereafter existing, as
defined in Section 424(e) of the Code.


(r)            “Plan”
shall mean this 1998 Nonstatutory Stock Option Plan.


(s)           “Rule
16b-3” shall mean Rule 16b-3 of the Exchange Act or any successor to Rule
16b-3, as in effect when discretion is being exercised with respect to the
Plan.


(t)            “Share”
shall mean a share of the Common Stock, as adjusted in accordance with Section
10 of the Plan.


(u)           “Subsidiary”
shall mean a “subsidiary corporation”, whether now or hereafter existing, as
defined in Section 424(f) of the Code.


3.             Stock
Subject to the Plan.  Subject to the
provisions of Section 10 of the Plan, the maximum aggregate number of shares under
the Plan is 4,000,000 shares of Common Stock. 
The Shares may be authorized, but unissued, or reacquired Common Stock.


If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares which were
subject thereto shall, unless the Plan shall have been terminated, become
available for future grant under the Plan. 
Notwithstanding the above, however, if Shares are issued upon exercise
of an Option and later repurchased by the Company, such Shares shall not become
available for future grant or sale under the Plan.


4.             Administration
of the Plan.


(a)           Administration.  The Plan shall be administered by (i) the
Board or (ii) a Committee, which committee shall be constituted to satisfy
Applicable Laws.


(b)           Powers
of the Administrator.  Subject to
the provisions of the Plan, the Administrator shall have the authority, in its
discretion: (i) to determine, upon review of relevant information and in
accordance with Section 7 of the Plan, the fair market value of the Common
Stock; (ii) to determine the exercise price per share of Options to be granted,
which exercise price shall be determined in accordance with Section 7 of the
Plan; (iii) to determine the Employees or


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Consultants
to whom, and the time or times at which, Options shall be granted and the
number of shares to be represented by each Option; (iv) to interpret the Plan;
(v) to prescribe, amend and rescind rules and regulations relating to the Plan;
(vi) to determine the terms and provisions of each Option granted (which need
not be identical) and, with the consent of the holder thereof, modify or amend
each Option; (vii) to authorize any person to execute on behalf of the Company
any instrument required to effectuate the grant of an Option previously granted
by the Administrator; (viii) to allow Optionees to satisfy withholding tax
obligations by electing to have the Company withhold from the Shares to be
issued upon exercise of an Option that number of Shares having a Fair Market
Value equal to the amount required to be withheld; (ix) to reduce the
exercise price of any Option to the then current Fair Market Value if the Fair
Market Value of the Common Stock covered by such Option shall have declined
since the date the Option was granted; provided, however, that
the Administrator must seek the prior consent of the Board of Directors and
stockholders of the Company to effect such action; and (x) to make all other
determinations deemed necessary or advisable for the administration of the
Plan.


(c)           Effect
of Administrator’s Decision.  All
decisions, determinations and interpretations of the Administrator shall be
final and binding on all Optionees and any other holders of any Options granted
under the Plan.


5.             Eligibility.


(a)           Options
may be granted to Employees and Consultants only; provided, however, that
notwithstanding anything to the contrary contained in the Plan, Options may not
be granted to Officers and Directors.


(b)           Neither
the Plan nor any Option shall confer upon any Optionee any right with respect
to continuation of employment or consulting relationship with the Company, nor
shall it interfere in any way with the Optionee’s right or the Company’s right
to terminate such employment or consulting relationship at any time with or
without cause.


6.             Term
of Plan.  The Plan shall become
effective upon its adoption by the Board. 
It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 12 of the Plan.


7.             Exercise
Price and Consideration of Shares.


(a)           The
per Share exercise price for the Shares to be issued pursuant to exercise of an
Option shall be such price as is determined by the Administrator, but in no
event shall it be (i) less than 100% of the fair market value per Share on
the date of grant.


(b)           The
fair market value shall be determined by the Administrator; provided, however,
in the event that the Common Stock is listed on any established stock exchange
or a national market system, including without limitation the Nasdaq National
Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its fair
market value shall be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such exchange or system for the last
market trading day prior to the time of determination, as reported in The Wall
Street Journal or such other source as the Administrator deems
reliable; or in the event that the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, the fair


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market
value of a Share of Common Stock shall be the mean between the high bid and low
asked prices for the Common Stock on the last market trading day prior to the day
of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable.


(c)           The
consideration to be paid for the Shares to be issued upon exercise of an
Option, including the method of payment, shall be determined by the Board and
may consist entirely of:


(i)    cash,


(ii)   check,


(iii)  promissory
note,


(iv)  other
Shares of Common Stock which (i) either have been owned by the Optionee for
more than six (6) months on the date of surrender or were not acquired, directly
or indirectly, from the Company, and (ii) have a fair market value on the date
of surrender equal to the aggregate exercise price of the Shares as to which
said option shall be exercised,


(v)   delivery of
a properly executed exercise notice together with such other documentation as
the Administrator and the broker, if applicable, shall require to effect an
exercise of the Option and delivery to the Company of the sale or loan proceeds
required to pay the exercise price, or


(vi)  any
combination of such methods of payment.


In making its determination as to the type of consideration to accept,
the Administrator shall consider if acceptance of such consideration may be
reasonably expected to benefit the Company.


8.             Options.


(a)           Term
of Option.  The term of each Option
shall be stated in the Option Agreement.


(b)           Exercise
of Option.


(i)    Procedure
for Exercise; Rights as a Stockholder. 
Any Option granted hereunder shall be exercisable at such times and
under such conditions as determined by the Administrator, including performance
criteria with respect to the Company and/or the Optionee, and shall be
permissible under the terms of the Plan.


An Option may not be exercised for a fraction of a Share.


An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company.  Full payment may, as
authorized by the Administrator, consist of any consideration and method of
payment allowable under Section 7(c) of the Plan.  Until the issuance


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(as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, which issuance shall be made as soon as is
practicable, no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option.  The Company
shall issue (or cause to be issued) such stock certificate promptly upon
exercise of the Option.  No adjustment
will be made for a dividend or other right for which the record date is prior
to the date the stock certificate is issued, except as provided in Section 10
of the Plan.


Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.


(ii)   Termination
of Status as an Employee or Consultant. 
Unless otherwise provided by the Administrator, in the event of
termination of an Optionee’s Continuous Status as an Employee or Consultant,
such Optionee may, but only within three (3) months after the date of such
termination (but in no event later than the date of expiration of the term of
such Option as set forth in the Option Agreement), exercise his or her Option
to the extent that the Optionee was entitled to exercise it as of the date of
such termination.  To the extent that
the Optionee was not entitled to exercise the Option at the date of such
termination, or if the Optionee does not exercise such Option (which the
Optionee was entitled to exercise) within the time specified herein, the Option
shall terminate.


(iii)  Disability
of Optionee.  Notwithstanding the
provisions of Section 8(b)(ii) above, unless otherwise provided by the
Administrator, in the event of termination of an Optionee’s Continuous Status
as an Employee or Consultant as a result of his or her total and permanent
disability (as defined in Section 22(e)(3) of the Code), the Optionee may, but
only within six (6) months from the date of such termination (but in no event
later than the date of expiration of the term of such Option as set forth in
the Option Agreement), exercise his or her Option to the extent the Optionee
was entitled to exercise it at the date of such termination.  To the extent that the Optionee was not
entitled to exercise the Option at the date of termination, or if the Optionee
does not exercise such Option (which the Optionee was entitled to exercise) within
the time specified herein, the Option shall terminate.


(iv)  Death of
Optionee.  In the event of the death
of an Optionee:


(1)           during
the term of the Option, where the Optionee is at the time of his or her death
an Employee or Consultant of the Company and where such Optionee shall have
been in Continuous Status as an Employee or Consultant since the date of grant
of the Option, the Option may be exercised, at any time within one (1) year
following the date of death, by the Optionee’s estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, to the
extent that he and she was entitled to exercise it at the date of death; or


(2)           within
three (3) months after the termination of Continuous Status as an Employee or
Consultant for any reason other than for cause or a voluntary termination
initiated by the Optionee, the Option may be exercised, at any time within one
(1) year following the date of death, by the Optionee’s estate or by a person
who acquired the right to exercise the Option


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by bequest or inheritance, but only to the extent of
the right to exercise that had accrued at the date of termination.


(v)   Buyout
Provisions.  The Administrator may
at any time offer to buy out for a payment in cash or Shares, an Option
previously granted based on such terms and conditions as the Administrator
shall establish and communicate to the Optionee at the time that such offer is
made.


9.             Non-Transferability
of Options.  During the lifetime of
the Optionee, an Option shall be exercisable only by the Optionee or the
Optionee’s guardian, legal representative or permitted transferees.  Except as specified below, no Option shall
be assignable or transferable by the Optionee except by will or by the laws of
descent and distribution.  At the sole
discretion of the Administrator, and subject to such terms and conditions as
the Administrator deems advisable, the Administrator may allow, by means of a
writing to the Optionee, for all or part of a vested Nonstatutory Stock Option
to be assigned or transferred, including by means of sale, during an Optionee’s
lifetime to a member of the Optionee’s immediate family or to a trust, LLC or
partnership for the benefit of any one or more members of such Optionee’s
immediate family.  “Immediate family” as
used herein means the spouse, lineal descendants, father, mother, brothers and
sisters of the Optionee.  In such case,
the transferee shall receive and hold the Option subject to the provisions of
this Section 9, and there shall be no further assignation or transfer of the
Option.  The terms of Options granted
hereunder shall be binding upon the transferees, purchasers, executors,
administrators, heirs, successors and assigns of the Optionee.


10.           Adjustments
Upon Changes in Capitalization or Merger. 
Subject to any required action by the stockholders of the Company, the
number of shares of Common Stock covered by each outstanding Option, and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per share of Common Stock covered by each such outstanding Option,
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock, or
any other increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be
deemed to have been “effected without receipt of consideration.”  Such adjustment shall be made by the
Administrator, whose determination in that respect shall be final, binding and
conclusive.  Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option.


In the event of the proposed dissolution or liquidation of the Company,
the Board shall notify the holder of an Option at least fifteen (15) days prior
to such proposed action.  To the extent
it has not been previously exercised, the Option will terminate immediately
prior to the consummation of such proposed action.


In the event of a merger of the Company with or into another
corporation, or the sale of all or substantially all of the Company’s assets,
the Option shall be assumed or an equivalent option shall


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be substituted by such successor corporation or a parent
or subsidiary of such successor corporation, unless the Board determines, in
the exercise of its sole discretion and in lieu of such assumption or
substitution, that the Optionee shall have the right to exercise the Option as
to all of the Optioned Stock, including as to Shares as to which the Option
would not otherwise be exercisable.  If
the Board makes an Option fully exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Board shall notify
the Optionee that the Option shall be fully exercisable for a period of thirty
(30) days from the date of such notice, and the Option will terminate upon the
expiration of such period.  For the
purposes of this paragraph, the Option shall be considered assumed if, following
the merger or asset sale, the option confers the right to purchase, for each
Share of Optioned Stock subject to the Option immediately prior to the merger
or asset sale, the consideration (whether stock, cash, or other securities or
property) received in the merger or asset sale by holders of Common Stock for
each Share held on the effective date of the transaction (and if holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however, that if
such consideration received in the merger or sale of assets was not solely
common stock of the successor corporation or its Parent, the Administrator may,
with the consent of the successor corporation, provide for the consideration to
be received upon the exercise of the Option, for each Share of Optioned Stock
subject to the Option, to be solely common stock of the successor corporation
or its Parent equal in fair market value to the per share consideration
received by holders of Common Stock in the merger or sale of assets.


11.           Time
of Granting Options.  The date of
grant of an Option shall be the date on which the Administrator makes the
determination granting such Option. 
Notice of the determination shall be given to each Employee or
Consultant to whom an Option is granted within a reasonable time after the date
of such grant.


12.           Amendment
and Termination of the Plan.


(a)           Amendment
and Termination.  The Board may at
any time amend, alter, suspend or terminate the Plan.


(b)           Effect
of Amendment or Termination.  No
amendment, alteration, suspension or termination of the Plan shall impair the
rights of any Optionee, unless mutually agreed otherwise between the Optionee
and the Administrator, which agreement must be in writing and signed by the
Optionee and the Company.


13.           Conditions
Upon Issuance of Shares.  Shares
shall not be issued pursuant to the exercise of an Option unless the exercise
of such Option and the issuance and delivery of such Shares pursuant thereto
shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended (the “Securities Act”), the
Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the Shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.


As a condition to the exercise of an Option, the Company may require
the person exercising such Option or making such purchase to represent and
warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or


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distribute such Shares if, in the opinion of counsel
for the Company, such a representation is required by any of the aforementioned
relevant provisions of law.


14.           Reservation
of Shares.  The Company, during the
term of this Plan, will at all times reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements of the Plan.


Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company’s counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.


 


 


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