VP Sales Non-Statutory Stock Option Agreement



 Exhibit 4.1 
 CALIFORNIA MICRO DEVICES CORPORATION 
 NON-STATUTORY STOCK OPTION AGREEMENT 
 THIS NON-STATUTORY STOCK OPTION AGREEMENT (the “Agreement”) is effective as of February 13, 2008, by and between CALIFORNIA MICRO DEVICES
CORPORATION, a Delaware corporation (the “Corporation”), and DANIEL HAUCK (“Optionee”), on the terms and conditions set forth below to which Optionee accepts and agrees: 
 1. The Corporation hereby grants to Optionee the “Stock Option” described below: 
  

					
	Number of Shares Subject to Stock Option:	  	150,000	  	
			
	Date of Grant:	  	February 13, 2008	  	
			
	Exercise Price:	  	$3.36 per share	  	

 The Stock Option is not granted under the Corporation’s 2004 Omnibus Incentive Compensation
Plan, as amended (the “Plan”); however, unless otherwise defined in this Agreement, the definitions contained in Section 2 of the Plan are hereby incorporated by reference. Since the Stock Option is not covered by the S-8 Registration
Statement governing the Plan, the Corporation agrees to prepare and file with the Securities and Exchange Commission at its expense an S-8 Registration Statement covering the Stock Option and the shares of Common Stock issuable upon its exercise.

 2. The Stock Option is granted to purchase the number of shares of authorized but unissued $0.001 par value Common Stock of the
Corporation specified in Section 1 hereof (the “Shares”). The Stock Option shall expire, and all rights to exercise it shall terminate on the tenth anniversary of the Date of Grant, unless sooner terminated under the terms of this
Agreement. This Stock Option is intended by the Corporation and Optionee to be a non-qualified stock option for income tax purposes. 
 3.
Optionee shall have the right to exercise the Stock Option in accordance with the following schedule: 
 (a) The Stock Option
may not be exercised in whole or in part at any time prior to the one-year anniversary of the Date of Grant. 
 (b) Optionee
may exercise the Stock Option as to one-fourth of the shares on or after the one-year anniversary of the Date of Grant. 
 (c)
Optionee may exercise the Stock Option as to an additional 1/16th of the Shares on or after the end of each complete three (3)-month period following the one-year anniversary of the Date of Grant, meaning that Optionee may exercise the Stock Option
in full on or after the four-year anniversary of the Date of Grant. 
 (d) The right to exercise the Stock Option shall be
cumulative. Optionee may buy all, or from time to time any part, of the maximum number of shares 

  

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which are exercisable under the Stock Option, but in no case may Optionee exercise the Stock Option with regard to a fraction of a share, or for any share
for which the Stock Option is not exercisable. 
 4. Optionee agrees to comply with all laws, rules, and regulations applicable to the grant
and exercise of the Stock Option and the sale or other disposition of the Common Stock of the Corporation received pursuant to the exercise of such Stock Option, including compliance with the Corporation’s insider trading policies. 

5. The Stock Option shall not become exercisable unless and until the Corporation has determined that: (a) it and Optionee have taken all actions
required to register such shares under the Securities Act of 1933, as amended, or to perfect an exemption from the registration requirements thereof; (b) any applicable listing requirement of any stock exchange or securities market on which
such shares are listed has been satisfied; and (c) all other applicable provisions of state and federal law have been satisfied. The Corporation will not permit Optionee to exercise the Stock Option if the issuance of shares at that time would
violate any law or regulation. The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance and sale of the Shares pursuant to exercise of the Stock
Option shall relieve the Corporation of any liability with respect to the non-issuance or sale of the Corporation stock as to which such approval shall not have been obtained. However, the Corporation shall use its best efforts to obtain such
approval. 
 6. Neither the vesting schedule nor any other provision in this Agreement shall impose upon the Corporation any obligation to
retain Optionee in its employ or under contract for any period, or otherwise change the employment-at-will status of Optionee. The Corporation and its Subsidiaries reserve the right to terminate any person’s Service at any time and for any or
no reason, with or without notice while the Optionee may likewise resign and terminate Optionee’s Service at any time. 
 7. This option
grant shall lapse on the earliest of the following events: 
 (a) The tenth anniversary of the Date of Grant; 
 (b) The first anniversary of Optionee’s death; 
 (c) The first anniversary of the date Optionee ceases to render Services due to Total and Permanent Disability; 
 (d) Ninety (90) days after the date that Optionee ceases to render Service for any reason other than his death or Total and Permanent
Disability; or 
 (e) The date Optionee files or has filed against him a petition in bankruptcy. 
 8. In order to exercise the Stock Option, Optionee must notify the Corporation by obtaining from and returning to the Human Resources Department of the
Corporation a “Notice of Exercise of Stock Option” form. The returned notice must be signed and completed, specifying for example how many Shares Optionee wishes to purchase and how the Shares 

  

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should be registered. The notice will be effective when it is received by the Corporation. If someone else wants to exercise the Option after Optionee’s
death, that person must prove to the Corporation’s satisfaction that he or she is entitled to do so. When submitting the notice of exercise, Optionee must include payment of Exercise Consideration which is the Exercise Price times the number of
Shares for which the Stock Option is being exercised. The Exercise Consideration shall be payable in full in cash upon each exercise of the Stock Option except that Optionee may also pay the Exercise Consideration by surrendering shares of the
Corporation’s registered common stock in good form for transfer, owned by Optionee and having a Fair Market Value on the date of exercise equal to the Exercise Consideration. However, Optionee shall not surrender shares in payment of the
Exercise Price if such action would cause the Corporation to recognize additional compensation expense with respect to the Stock Option for financial reporting purposes as compared to if Optionee had paid cash to exercise the Option. Optionee may
pay in any combination of cash and such shares as long as the sum of the cash so paid and the Fair Market Value of the shares so surrendered equals the Exercise Consideration. 
 Payment may be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell the
shares resulting from the exercise and to deliver all or part of the sale proceeds to the Corporation in payment of part or all of the aggregate exercise price along with any taxes due pursuant to Section 17. 
 9. In the event of Optionee’s death, the Stock Option shall not be transferable by Optionee other than by will or the laws of descent and
distribution. During the lifetime of Optionee, the rights granted by this Agreement shall be exercisable only by Optionee or Optionee’s conservator or legal representative and shall not be assignable or transferable except as described below.
For instance, Optionee may not sell the Stock Option or use it as security for a loan. If Optionee attempts to do any of these things, the Stock Option will immediately become invalid. Regardless of any marital property settlement agreement, the
Corporation is not obligated to honor a notice of exercise from Optionee’s former spouse, nor is the Corporation obligated to recognize Optionee’s former spouse’s interest in the Stock Option in any other way. 
 However, the Committee may, in its sole discretion, allow Optionee to transfer the Stock Option as a gift to one or more family members. For purposes of
this Agreement, “family member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law or sister-in-law (including adoptive relationships), any
individual sharing Optionee’s household (other than a tenant or employee), a trust in which one or more of these individuals have more than 50% of the beneficial interest, a foundation in which Optionee or one or more of these persons control
the management of assets, and any entity in which Optionee or one or more of these persons own more than 50% of the voting interest. 
 In
addition, the Committee may, in its sole discretion, allow you to transfer the Stock Option to Optionee’s spouse or former spouse pursuant to a domestic relations order in settlement of marital property rights. 
 The Committee will allow Optionee to transfer the Stock Option only if both Optionee and the transferee(s) execute the forms prescribed by the Committee,
which include the consent of the transferee(s) to be bound by this Agreement. 
  

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 10. If Optionee ceases to render Service for any reason other than his death or Total and Permanent
Disability, Optionee shall have the right, subject to the provisions of this section, to exercise the Stock Option held by Optionee at any time within ninety (90) days after termination of Optionee’s Service, but not beyond the otherwise
applicable term of the Option and only to the extent that on such date of termination of Service Optionee’s right to exercise such Option had vested. The Corporation has discretion to determine when Optionee’s Service terminates for all
purposes of this Agreement and its determinations are final, conclusive and binding on all persons. For purposes of this section, Service shall not terminate while Optionee is an active employee of the Corporation, or is on military leave, sick
leave, or other bona fide leave of absence if the leave was approved by the Company in writing but Optionee’s Service terminates when the approved leave ends, unless the Optionee immediately returns to active Service. If Optionee goes on a
leave of absence or commences working part-time, then the vesting schedule may be adjusted in accordance with the Corporation’s policies or an agreement between Optionee and the Corporation pertaining to such leave of absence or part-time work.

 11. If Optionee dies while in Service, or after ceasing to be in Service but during the period while he could have exercised an Option
under Section 10, the Stock Option granted to Optionee may be exercised, to the extent it had vested at the time of death, at any time within twelve (12) months after Optionee’s death, by the executors or administrators of his estate
or by any person or persons who acquire the Stock Option by will or the laws of descent and distribution, but not beyond the otherwise applicable term of the Stock Option. 
 12. If Optionee ceases to render Service due to Total and Permanent Disability, the Stock Option granted to Optionee may be exercised to the extent it
had vested at the time of cessation and at any time within twelve (12) months after Optionee’s termination of employment, but not beyond the otherwise applicable term of the Stock Option. 
 13. Optionee, or a transferee of Optionee, shall have no rights as a shareholder of the Corporation with respect to any Shares for which the Stock Option
is exercisable until the date of the issuance of a stock certificate for such Shares. No adjustment shall be made for dividends, ordinary or extraordinary or whether in currency, securities, or other property, distributions, or other rights for
which the record date is prior to the date such stock certificate is issued. 
 14. Except as expressly provided in this section, Optionee
shall have no rights by reason of any payment of any stock dividend, stock split or reverse stock split or any other increase or decrease in the number of shares of stock of any class, or by reason of any reorganization, consolidation, dissolution,
liquidation, merger, exchange, or spin-off or split-off of assets or stock of another corporation. Any issuance by the Corporation of shares, options or securities convertible into shares or options shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or Exercise Price of the Shares for which this Stock Option is exercisable. 
 (a) Stock
Splits. In the event of a stock split, reverse stock split, stock dividend, or other like event, or other reclassification or reorganization, the number of shares, class of stock, and Exercise Price of the Stock Option shall be adjusted so that
Optionee would receive upon exercise of the Stock Option the same number of shares of the same class of stock for the same aggregate Exercise Price as though Optionee had exercised the Stock Option immediately prior to such event and held the shares
so acquired when the event occurred. 
  

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 (b) Spin-Offs. In the event of a spin-off, split-off, or a similar occurrence, the Committee shall make
such adjustments as it, in its sole discretion, deems appropriate in the number of Shares covered by the Stock Option and the Exercise Price. 
 (c) Dissolution. To the extent not previously exercised or settled, the Stock Option shall terminate immediately prior to the dissolution or liquidation of the Corporation. 
 (d) Mergers. In the event that the Corporation is a party to a merger or other reorganization, this Agreement and Stock Option shall be subject to the
agreement of merger or reorganization. Such agreement shall provide for: 
 (i) The continuation of the Option if the
Corporation is a surviving corporation; 
 (ii) The assumption of the Option by the surviving corporation or its parent or
subsidiary; 
 (iii) The substitution by the surviving corporation or its parent or subsidiary of its own option for the
Option; 
 (iv) Full exercisability or vesting and accelerated expiration of the Option; or 
 (v) Settlement of the full value of the outstanding Option in cash or cash equivalents followed by cancellation of the Option. 

15. The grant of this Stock Option shall not affect or restrict in any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or to dissolve, liquidate, sell, or transfer all or any part of its business or assets. 
 16. The Committee may grant Optionee the right to exercise the Stock Option prior to the complete vesting of such Stock Option. Without limiting the
generality of the foregoing, the Committee may provide that if the Stock Option is exercised prior to having completely vested, the Shares issued upon such exercise shall remain subject to vesting at the same rate as under the Stock Option so
exercised and shall be subject to a right, but not an obligation, of repurchase by the Corporation with respect to all unvested Shares if Optionee ceases to be an Employee for any reason. For the purposes of facilitating the enforcement of any such
right of repurchase, at the request of the Committee, Optionee shall enter into joint escrow instructions with the Corporation and deliver every certificate for his unvested Shares with a stock power executed in blank by Optionee and by
Optionee’s spouse, if required for transfer. 
 17. In the event the Corporation or an Affiliate determines that it is required to
withhold or otherwise pay on Optionee’s behalf federal, state, or local taxes in connection with the exercise of an Option or the disposition of Shares issued pursuant to the exercise of an Option, Optionee or any person succeeding to the
rights of Optionee, as a condition to such 

  

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exercise or disposition, may be required to make arrangements satisfactory to the Corporation or the Affiliate to enable it to satisfy such withholding
requirements or to make such payments on Optionee’s behalf. Optionee understands that under tax law in effect as of the Date of Grant, the spread between the Fair Market Value on the date of exercise and the Exercise Price would be ordinary
income to Optionee and the Corporation would be required to withhold (if Optionee was then an Employee) or pay on Optionee’s behalf (if Optionee was no longer an Employee) tax on such spread at rates provided by Federal and state tax laws.

 18. In granting options hereunder, neither the Corporation nor any Affiliate makes any representations or undertakings with respect to the
initial qualification or treatment of Options under federal or state tax or securities laws. The Corporation and each Affiliate expressly disavows the creation of any rights in Optionee, or beneficiaries of any obligations on the part of the
Corporation, any Affiliate or the Committee, except as expressly provided herein. 
 19. This Agreement is governed by California law. It
constitutes the entire agreement and understanding of the Corporation and Optionee concerning its subject matter, superseding all prior agreements and understandings concerning its subject matter, whether oral or written, including, without
limitation, any offer letter between the Corporation and Optionee. This Agreement may only be amended by a writing executed by the CEO of the Corporation and by Optionee. Notwithstanding the forgoing, the Corporation and Optionee have entered into a
Supplemental Employment Terms Agreement to which this Option is subject; to the extent of an inconsistency between such agreement and this Agreement, that agreement shall govern. 
 20. Optionee is an accredited investor by virtue of being the Vice President, Sales of the Corporation. Optionee represents that Optionee is obtaining
this Option for Optionee’s own account, for investment, and not with a view to or for sale in connection with any distribution of the Option. Optionee represents that Optionee has had the opportunity to ask questions of and receive answers from
the Corporation concerning the terms of the Stock Option and the Corporation and thereby has obtained all the information desired in order to decide whether to enter into this Agreement. 
  

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 IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, in the case of the
Corporation by its duly authorized officer, effective as of the date first written above. 
  

			
	CALIFORNIA MICRO DEVICES CORPORATION
		
	By	 	 /s/    Robert V. Dickinson

		 	Robert V. Dickinson, President and CEO



			
	
	OPTIONEE
	
	 /s/    Daniel Hauck        


	Daniel Hauck
		
	Address:	 	
	_________________________
	__________________________


  

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