Prepared by MERRILL CORPORATION




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Exhibit 10.31  


 
 

TRIQUINT SEMICONDUCTOR, INC.
  2001 STOCK OPTION PLAN    
  


    1.  Purposes of the Plan.  The purposes of this 2001 Stock Option Plan are: 



	•
	to
attract and retain the best available personnel,



	•
	to
provide additional incentive to Employees and Consultants, and



	•
	to
promote the success of the Company's business. 




    Options
granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. 


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



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



    (b) "Affiliate" means any corporation or any other entity (including, but not limited to, partnerships and joint
ventures) controlling, controlled by, or under common control with the Company as determined by the Administrator. 


    (c) "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. 


    (d) "Board" means the Board of Directors of the Company. 


    (e) "Change in Control" means the occurrence of any of the following events: 



     (i) Any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of
the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting
securities; or 


    (ii) A
change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent
Directors. "Incumbent Directors" will mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with
the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection
with an actual or threatened proxy contest relating to the election of directors to the Company); or 


    (iii) The
consummation of the sale or disposition by the Company of all or substantially all of the Company's assets; or 



    (iv) The
consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its
parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or
consolidation. 




    (f)  "Code" means the Internal Revenue Code of 1986, as amended. 






 


    (g) "Committee" means a committee of Directors appointed by the Board in accordance with Section 4 of the Plan. 


    (h) "Common Stock" means the common stock of the Company. 


    (i)  "Company" means TriQuint Semiconductor, Inc., a Delaware corporation. 



    (j)  "Consultant" means any natural person, including an advisor, engaged by the Company or any Affiliate to render
services to such entity. 


    (k) "Disability" means total and permanent disability as defined in Section 22(e)(3) of the Code. 


    (l)  "Employee" means any person, including Officers, employed by the Company or any Affiliate. 


    (m) "Exchange Act" means the Securities Exchange Act of 1934, as amended. 


    (n) "Fair Market Value" means, as of any date, the value of Common Stock determined as follows: 



     (i) If
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
on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 



    (ii) If
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair 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 day of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable; 


    (iii) In
the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator. 




    (o) "Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code and the regulations promulgated thereunder. 


    (p) "Nonstatutory Stock Option" means an Option not intended to qualify as an Incentive Stock Option. 


    (q) "Notice of Grant" means a written or electronic notice evidencing certain terms and conditions of an individual
Option grant. The Notice of Grant is part of the Option Agreement. 


    (r) "Officer" means 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. 


    (s) "Option" means a stock option granted pursuant to the Plan. 


    (t)  "Option Agreement" means an agreement between the Company and an Optionee evidencing the terms and conditions of an
individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. 


    (u) "Optioned Stock" means the Common Stock subject to an Option. 


    (v) "Optionee" means the holder of an outstanding Option granted under the Plan. 



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    (w) "Parent" means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the
Code. 


    (x) "Plan" means this 2001 Stock Option Plan, as amended and restated. 


    (y) "Rule 16b-3" means 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. 



    (z) "Section 16(b)" means Section 16(b) of the Exchange Act. 


    (aa)
"Service Provider" means an Employee or Consultant. 


    (bb)
"Share" means a share of the Common Stock, as adjusted in accordance with Section 12 of the Plan. 


    (cc)
"Subsidiary" means 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 12 of the Plan, the maximum
aggregate number of Shares that may be optioned and sold under the Plan is 2,400,000 Shares plus an annual increase to be added on the first day of the Company's fiscal year beginning in 2002, equal
to the lesser of (i) 15,000,000 shares, (ii) 5% of the outstanding shares on the last day of the prior fiscal year, or (iii) an amount determined by the Board. The Shares may be
authorized, but unissued, or reacquired Common Stock. 


    If
an Option expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were subject thereto shall become available for future grant or sale
under the Plan (unless the Plan has terminated); provided, however, that Shares that have actually been issued under the Plan upon exercise of an
Option, shall not be returned to the Plan and shall not become available for future distribution under the Plan. 


    4.  Administration of the Plan.  



    (a)  Procedure.  



    (i)  Multiple Administrative Bodies.  Different Committees with respect to different groups of Service
Providers may administer the Plan. 


    (ii)  Section 162(m).  To the extent that the Administrator determines it to be desirable to
qualify Options granted hereunder as "performance-based compensation" within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code. 


    (iii)  Rule 16b-3.  To the extent desirable to qualify transactions hereunder as
exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3. 



    (iv)  Other Administration.  Other than as provided above, the Plan shall be administered by
(A) the Board or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws. 




    (b)  Powers of the Administrator.  Subject to the provisions of the Plan, and in the case of a Committee,
subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion: 



     (i) to
determine the Fair Market Value; 


    (ii) to
select the Service Providers to whom Options may be granted hereunder; 




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    (iii) to determine the number of shares of Common Stock to be covered by each Option granted hereunder; 


    (iv) to
approve forms of agreement for use under the Plan; 


    (v) to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any Option granted hereunder. Such terms and conditions include, but are not
limited to, the exercise price, the time or times when Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any
restriction or limitation regarding any Option or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; 


    (vi) to
construe and interpret the terms of the Plan and awards granted pursuant to the Plan; 


   (vii) to
establish, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the
purpose of satisfying applicable foreign laws; 


   (viii) to
modify or amend each Option (subject to Section 14(c) of the Plan), including the discretionary authority to extend the post-termination
exercisability period of Options longer than is otherwise provided for in the Plan; 


    (ix) 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 minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of
tax to be withheld is to be determined. All elections by an Optionee to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem
necessary or advisable; 


    (x) to
authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option previously granted by the Administrator; 


    (xi) to
correct any defect, supply any omission, or reconcile any inconsistency in the Plan, or in any Option Agreement, in a manner and to the extent it shall deem
necessary, all of which determinations and interpretations made by the Administrator shall be conclusive and binding on all Optionees, any other holders of Options and on their legal representatives
and beneficiaries; 


   (xii) except
to the extent prohibited by, or impermissible in order to obtain treatment desired by the Administrator under, applicable law or rule, to allocate or
delegate all or any portion of its powers and responsibilities to any one or more of its members or to any person(s) selected by it, subject to revocation or modification by the Administrator of such
allocation or delegation; and 


   (xiii) to
make all other determinations deemed necessary or advisable for administering the Plan. 




    (c)  Effect of Administrator's Decision.  The Administrator's decisions, determinations and
interpretations shall be final and binding on all Optionees and any other holders of Options. 




    5.  Eligibility.  Nonstatutory Stock Options may be granted to Service Providers. Incentive Stock Options
may be granted only to Employees that are employees of the Company or its Parents and Subsidiaries. Notwithstanding the foregoing, in no event may Options be granted to (i) Officers, except in
connection with an Officer's initial hiring with the Company or any Affiliate, or (ii) members of the Board. 


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    6.  Limitations.  



    (a) Each
Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such
designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year
(under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock
Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted. 


    (b) Neither
the Plan nor any Option shall confer upon an Optionee any right with respect to continuing the Optionee's relationship as a Service Provider with the
Company, nor shall they interfere in any way with the Optionee's right or the Company's right to terminate such relationship at any time, with or without cause. 


    (c) The
following limitations shall apply to grants of Options: 



     (i) No
Service Provider shall be granted, in any fiscal year of the Company, Options to purchase more than 750,000 Shares. 


    (ii) In
connection with his or her initial service, a Service Provider may be granted Options to purchase up to an additional 1,500,000 Shares, which shall not count
against the limit set forth in subsection (i) above. 


    (iii) The
foregoing limitations shall be adjusted proportionately in connection with any change in the Company's capitalization as described in Section 12. 


    (iv) If
an Option is cancelled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described in
Section 12), the cancelled Option will be counted against the limits set forth in subsections (i) and (ii) above. For this purpose, if the exercise price of an Option is reduced,
the transaction will be treated as a cancellation of the Option and the grant of a new Option. 





    7.  Term of Plan.  Subject to Section 18 of the Plan, the Plan shall become effective on the day
after which it is approved by the Company's stockholders. It shall continue in effect for a term of ten (10) years unless terminated earlier under Section 14 of the Plan. 


    8.  Term of Option.  The term of each Option shall be stated in the Option Agreement. In the case of an
Incentive Stock Option, the term shall be ten (10) years from the date of grant or such shorter term as may be provided in the Option Agreement. Moreover, in the case of an Incentive Stock
Option granted to an Optionee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of
the Company or any Parent or Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Option Agreement. 


    9.  Option Exercise Price and Consideration.  



    (a)  Exercise Price.  The per share exercise price for the Shares to be issued pursuant to exercise of an
Option shall be determined by the Administrator, subject to the following: 



     (i) In
the case of an Incentive Stock Option 



    (A) granted
to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. 





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    (B) granted to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price shall be no less than 100% of the
Fair Market Value per Share on the date of grant. 




    (ii) In
the case of a Nonstatutory Stock Option, the per Share exercise price shall be determined by the Administrator, provided the per Share exercise price shall be
no less than 100% of the Fair Market Value per Share on the date of grant. 




    (b)  Waiting Period and Exercise Dates.  At the time an Option is granted, the Administrator shall fix
the period within which the Option may be exercised and shall determine any conditions that must be satisfied before the Option may be exercised. 


    (c)  Form of Consideration.  The Administrator shall determine the acceptable form of consideration for
exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at the time of grant. Such
consideration may consist entirely of: 



     (i) cash; 


    (ii) check; 


    (iii) promissory
note; 


    (iv) other
Shares, provided Shares acquired directly or indirectly from the Company, (A) have been owned by the Optionee for more than six (6) months on
the date of surrender, and (B) 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) consideration
received by the Company under a cashless exercise program implemented by the Company in connection with the Plan; 



    (vi) a
reduction in the amount of any Company liability to the Optionee, including any liability attributable to the Optionee's participation in any Company-sponsored
deferred compensation program or arrangement; 


   (vii) any
combination of the foregoing methods of payment; or 


   (viii) such
other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws. 





    10.  Exercise of Option.  



    (a)  Procedure for Exercise; Rights as a Stockholder.  Any Option granted hereunder shall be exercisable
according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. An Option may not be exercised for a fraction
of a Share. 




    An
Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled
to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Subject to the approval of the Administrator, Shares issued upon exercise of an Option shall be issued in the name of the Optionee or,
if requested by the Optionee, in the name of the Optionee and his or her spouse or in the name of a family trust of which the Optionee is a trustee. Until the Shares are issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), 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 Shares promptly after the 


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Option is exercised; provided that if the Company shall be advised by counsel that certain requirements under the Federal, state or foreign securities laws must be met before Shares may be issued
under this Plan, the Company shall notify all persons who have been issued Options, and the Company shall have no liability for failure to issue Shares under any exercise of Options because of delay
while such requirements are being met or the inability of the Company to comply with such requirements. No adjustment will be made for a dividend or other right for which the record date is prior to
the date the Shares are issued, except as provided in Section 12 of the Plan. 


    Exercising
an Option in any manner shall decrease the number of Shares thereafter 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. 



    (b)  Leave of Absence.  Unless the Administrator provides otherwise, vesting of Options granted hereunder
shall be suspended during any leave of absence. An Employee shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company; provided that such leave is for a
period of not more than ninety (90) days or reemployment upon the expiration of the leave is guaranteed by
statute or contract, or (ii) transfers between locations of the Company or between the Company and any Affiliate. 


    (c)  Termination of Relationship as a Service Provider.  If an Optionee ceases to be a Service Provider,
other than upon the Optionee's death or Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent that the Option is
vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for three (3) months following the Optionee's termination. If, on the date of termination, the Optionee is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified by the
Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 


    (d)  Disability of Optionee.  If an Optionee ceases to be a Service Provider as a result of the
Optionee's Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent the Option is vested on the date of termination (but
in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable
for six (6) months following the Optionee's termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of
the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan. 


    (e)  Death of Optionee.  If an Optionee dies while a Service Provider, the Option may be exercised
following the Optionee's death within such period of time as is specified in the Option Agreement to the extent that the Option is vested on the date of death (but in no event may the Option be
exercised later than the expiration of the term of such Option as set forth in the Option Agreement), by the Optionee's designated beneficiary, provided such beneficiary has been designated prior to
the Optionee's death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Optionee, then such Option may be exercised by the personal representative of the
Optionee's estate or by the person(s) to whom the Option is transferred pursuant to the Optionee's will or in accordance with the laws of descent and distribution. In the absence of a specified time
in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee's death. If, at the time of death, the 



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Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. If the Option is not so exercised within the time
specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 




    11.  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 11, 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. 


    12.  Adjustments Upon Changes in Capitalization, Dissolution, Merger or Change in Control.  



    (a)  Changes in Capitalization.  Subject to any required action by the stockholders of the Company, the
number of shares of Common Stock that 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, the number of shares that may be added annually to the shares reserved under the Plan (pursuant to Section 3(a)(i)), the number of Shares 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 Board, 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. 


    (b)  Dissolution or Liquidation.  In the event of the proposed dissolution or liquidation of the Company,
the Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for an Optionee to have
the right to exercise his or her Option until ten (10) days prior to such transaction as to all of the Optioned Stock covered thereby, including Shares as to which the Option would not
otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option applicable to any Shares purchased upon exercise of an Option shall lapse as to all such Shares,
provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Option will terminate immediately prior
to the consummation of such proposed action. 


    (c)  Merger or Change in Control.  In the event of a merger of the Company with or into another
corporation, or a Change in Control, each outstanding Option shall be assumed or an equivalent option
or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute 



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for the Option, the Optionee shall fully vest in and have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or
exercisable. If an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Administrator shall notify the Optionee in
writing or electronically that the Option shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon the
expiration of such period. 




    For
the purposes of this subsection (c), the Option shall be considered assumed if, following the merger or Change in Control, the Option confers the right to purchase or receive, for
each Share subject to the Option immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in
Control 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 Change in Control is 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 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 Change in Control. 


    13.  Date of Grant.  The date of grant of an Option shall be, for all purposes, the date on which the
Administrator makes the determination granting such Option, or such other later date as is determined by the Administrator. Notice of the determination shall be provided to each Optionee within a
reasonable time after the date of such grant. 


    14.  Amendment and Termination of the Plan.  



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



    (b)  Stockholder Approval.  The Company shall obtain stockholder approval of any Plan amendment to the
extent necessary and desirable to comply with Applicable Laws. 


    (c)  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.
Termination of the Plan shall not affect the Administrator's ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such
termination. 




    15.  Conditions Upon Issuance of Shares.  



    (a)  Legal Compliance.  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 shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such
compliance. 


    (b)  Investment Representations.  As a condition to the exercise of an Option, the Company may require
the person exercising such Option 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
distribute such Shares if, in the opinion of counsel for the Company, such a representation is required. 




    16.  Inability to Obtain Authority.  The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to be 


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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. 


    17.  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. 


    18.  Stockholder Approval.  The Plan shall be subject to approval by the stockholders of the Company
within twelve (12) months after the date the Plan is adopted. Such stockholder approval shall be obtained in the manner and to the degree required under Applicable Laws. 


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TRIQUINT SEMICONDUCTOR, INC. 2001 STOCK OPTION PLAN