Exhibit
10.1


QUICKLOGIC CORPORATION


2005 EXECUTIVE BONUS PLAN


(Amended March 7, 2007)


 
















TABLE OF CONTENTS


	
  SECTION 1

  	
   

  	
  BACKGROUND, PURPOSE AND DURATION

  
	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Effective Date

  
	
  1.2

  	
   

  	
  Purpose of the Plan

  
	
   

  	
   

  	
   

  
	
  SECTION 2

  	
   

  	
  DEFINITIONS

  
	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  “Actual Award”

  
	
  2.2

  	
   

  	
  “Affiliate”

  
	
  2.3

  	
   

  	
  “Board”

  
	
  2.4

  	
   

  	
  “Code”

  
	
  2.5

  	
   

  	
  “Committee”

  
	
  2.6

  	
   

  	
  “Company”

  
	
  2.7

  	
   

  	
  “Disability”

  
	
  2.8

  	
   

  	
  “Employee”

  
	
  2.9

  	
   

  	
  “Participant”

  
	
  2.10

  	
   

  	
  “Performance Period”

  
	
  2.11

  	
   

  	
  “Plan”

  
	
  2.12

  	
   

  	
  “Target Award”

  
	
  2.13

  	
   

  	
  “Termination of Service”

  
	
   

  	
   

  	
   

  
	
  SECTION 3

  	
   

  	
  SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS

  
	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Selection of Participants

  
	
  3.2

  	
   

  	
  Determination of Target Awards

  
	
  3.3

  	
   

  	
  Discretion to Modify Awards

  
	
  3.4

  	
   

  	
  Discretion to Determine Criteria

  
	
   

  	
   

  	
   

  
	
  SECTION 4

  	
   

  	
  PAYMENT OF AWARDS

  
	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Right to Receive Payment

  
	
  4.2

  	
   

  	
  Timing of Payment

  
	
  4.3

  	
   

  	
  Form of Payment

  
	
  4.4

  	
   

  	
  Payment in the Event of Death or Disability

  
	
   

  	
   

  	
   

  
	
  SECTION 5

  	
   

  	
  VARIABLE INCENTIVE COMPENSATION PROGRAM

  
	
   

  	
   

  	
   

  
	
  SECTION 6

  	
   

  	
  ADMINISTRATION

  
	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Committee is the Administrator

  
	
  6.2

  	
   

  	
  Committee Authority

  
	
  6.3

  	
   

  	
  Decisions Binding

  
	
  6.4

  	
   

  	
  Delegation by the Committee

  
	
   

  	
   

  	
   

  



 



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  SECTION 7

  	
   

  	
  GENERAL PROVISIONS

  
	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Tax Withholding

  
	
  7.2

  	
   

  	
  No Effect on Employment or Service

  
	
  7.3

  	
   

  	
  Participation

  
	
  7.4

  	
   

  	
  Successors

  
	
  7.5

  	
   

  	
  Beneficiary Designations

  
	
  7.6

  	
   

  	
  Nontransferability of Awards

  
	
   

  	
   

  	
   

  
	
  SECTION 8

  	
   

  	
  AMENDMENT, TERMINATION AND DURATION

  
	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Amendment, Suspension or Termination

  
	
  8.2

  	
   

  	
  Duration of the Plan

  
	
   

  	
   

  	
   

  
	
  SECTION 9

  	
   

  	
  LEGAL CONSTRUCTION

  
	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Gender and Number

  
	
  9.2

  	
   

  	
  Severability

  
	
  9.3

  	
   

  	
  Requirements of Law

  
	
  9.4

  	
   

  	
  Governing Law

  
	
  9.5

  	
   

  	
  Captions

  



 



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QUICKLOGIC CORPORATION


 


2005 EXECUTIVE BONUS PLAN

(Amended March 7, 2007)


SECTION 1

BACKGROUND, PURPOSE AND DURATION


1.1           Effective
Date .  The Compensation Committee of the Board adopted the Plan effective
as of January 1, 2005 and amended the Plan effective January 1, 2007.


1.2           Purpose
of the Plan .  The Plan is intended to increase shareholder value and
the success of the Company by motivating key employees (a) to perform to
the best of their abilities, and (b) to achieve the Company’s objectives.


SECTION 2

DEFINITIONS


The following
words and phrases shall have the following meanings unless a different meaning
is plainly required by the context:


2.1           “ Actual
Award “ means as to any Performance Period, the actual award (if any)
payable to a Participant for the Performance Period, subject to the Committee’s
authority under Section 3.3 to modify the award.


2.2           “ Affiliate
“ means any corporation or other entity (including, but not limited to,
partnerships and joint ventures) controlled by the Company.


2.3           “ Board
“ means the Board of Directors of the Company.


2.4           “ Code
“ means the Internal Revenue Code of 1986, as amended.  Reference to a
specific section of the Code or regulation thereunder shall include such
section or regulation, any valid regulation promulgated thereunder, and
any comparable provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation.


2.5           “ Committee
“ means the committee appointed by the Board (pursuant to Section 6.1) to
administer the Plan.  Until otherwise determined by the Board,
(a) the Company’s Compensation Committee shall constitute the Committee,
and (b) for administrative convenience, the independent, non-employee
members of the Board also may act as the Committee from time to time.


2.6           “ Company
“ means QuickLogic Corporation, a Delaware corporation, or any successor
thereto.



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2.7           “ Disability
“ means a permanent and total disability determined in accordance with uniform
and nondiscriminatory standards adopted by the Committee from time to time.


2.8           “ Employee
“ means any employee of the Company or of an Affiliate at the level of Vice
President or above, whether such individual is so employed at the time the Plan
is adopted or becomes so employed subsequent to the adoption of the Plan.


2.9           “ Participant
“ means as to any Performance Period, an Employee who has been selected by the
Committee for participation in the Plan for that Performance Period.


2.10         “ Performance
Period “ means any fiscal year of the Company or such other shorter period
of time as determined by the Committee.


2.11         “ Plan
“ means the QuickLogic Corporation 2005 Executive Bonus Plan, as set forth in
this instrument and as hereafter amended from time to time.


2.12         “ Target
Award “ means the target award payable under the Plan to a Participant for
the Performance Period, as determined by the Committee in accordance with
Section 3.2.


2.13         “ Termination
of Service “ means a cessation of the employee-employer relationship
between an Employee and the Company or an Affiliate for any reason, including,
but not by way of limitation, a termination by resignation, discharge, death,
Disability, retirement, or the disaffiliation of an Affiliate, but excluding
any such termination where there is a simultaneous reemployment by the Company
or an Affiliate.


SECTION 3

SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS


3.1           Selection
of Participants .  The Committee, in its sole discretion, shall select
the Employees who shall be Participants for any Performance Period. 
Participation in the Plan is in the sole discretion of the Committee, on a
Performance Period by Performance Period basis.  Accordingly, an Employee
who is a Participant for a given Performance Period in no way is guaranteed or
assured of being selected for participation in any subsequent Performance
Period or Periods.


3.2           Determination
of  Target Awards .  The Committee, in its sole discretion,
shall establish a Target Award for each Participant.


3.3           Discretion
to Modify Awards .  Notwithstanding any contrary provision of the
Plan, the Committee may, in its sole discretion and at any time increase,
reduce or eliminate a Participant’s Actual Award.  The Committee may
determine the amount of any reduction on the basis of such factors as it deems
relevant, and shall not be required to establish any allocation or weighting
with respect to the factors it considers.



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3.4           Discretion
to Determine Criteria .  Notwithstanding any contrary provision of the
Plan, the Committee shall, in its sole discretion, determine the performance
requirements applicable to any Target Award.  The requirements may be on
the basis of any factors the Committee determines relevant, and may be on an
individual, divisional, business unit or Company-wide basis.  Failure to
meet the requirements will result in a failure to earn the Target Award, except
as provided in Section 3.3.


SECTION 4

PAYMENT OF AWARDS


4.1           Right
to Receive Payment .  Each Actual Award shall be paid solely from the
general assets of the Company.  Nothing in this Plan shall be construed to
create a trust or to establish or evidence any Participant’s claim of any right
other than as an unsecured general creditor with respect to any payment to
which he or she may be entitled.


4.2           Timing
of Payment .  Payment of each Actual Award shall be made as soon as
practicable as determined by the Committee after the end of the Performance
Period during which the Actual Award was earned, but in no event later than two
and a half months after the end of the Performance Period.  Unless otherwise
determined by the Committee, a Participant must be employed by the Company or
any Affiliate on the last day of the Performance Period to receive a payment
under the Plan.


4.3           Form
of Payment  .   Each Actual Award shall be paid in cash
(or its equivalent) in a single lump sum.


4.4           Payment
in the Event of Death  or Disability .  If a Participant dies or
becomes Disabled prior to the payment of an Actual Award earned by him or her
prior to death or Disability for a prior Performance Period, the Actual Award
shall be paid to his or her estate or to the Participant, as the case may be,
subject to the Committee’s discretion to reduce or eliminate any Actual Award
otherwise payable.


SECTION 5

VARIABLE INCENTIVE COMPENSATION PROGRAM


At its discretion, the Committee may also establish a
variable incentive compensation component of the Target Award under the
Plan.  The variable incentive compensation component may result in an
Actual Award which is higher or lower than the Target Award based on the
Company’s achievement of performance objectives established by the Committee.


SECTION 6

ADMINISTRATION


6.1           Committee
is the Administrator .  The Plan shall be administered by the
Committee.  The Committee shall consist of not less than two (2)
independent members of the Board.  The



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members of the Committee shall be appointed from time
to time by, and serve at the pleasure of, the Board.


6.2           Committee
Authority .   It shall be the duty of the Committee to administer the
Plan in accordance with the Plan’s provisions.  The Committee shall have
all powers and discretion necessary or appropriate to administer the Plan and
to control its operation, including, but not limited to, the power to
(a) determine which Employees shall be granted awards, (b) prescribe
the terms and conditions of awards (including the provisions of the variable incentive
compensation program), (c) interpret the Plan and the awards,
(d) adopt such procedures and subplans as are necessary or appropriate to
permit participation in the Plan by Employees who are foreign nationals or
employed outside of the United States, (e) adopt rules for the
administration, interpretation and application of the Plan as are consistent
therewith, and (f) interpret, amend or revoke any such rules.


6.3           Decisions
Binding .  All determinations and decisions made by the Committee, the
Board, and any delegate of the Committee pursuant to the provisions of the Plan
shall be final, conclusive, and binding on all persons, and shall be given the
maximum deference permitted by law.


6.4           Delegation
by the Committee .  The Committee, in its sole discretion and on such
terms and conditions as it may provide, may delegate all or part of its
authority and powers under the Plan to one or more independent directors and/or
one or more officers of the Company.


SECTION 7

GENERAL PROVISIONS


7.1           Tax
Withholding .  The Company shall withhold all applicable taxes from
any Actual Award, including any federal, state and local taxes (including, but
not limited to, the Participant’s FICA and SDI obligations).


7.2           No
Effect on Employment or Service .  Nothing in the Plan shall interfere
with or limit in any way the right of the Company to terminate any Participant’s
employment or service at any time, with or without cause.  For purposes of
the Plan, transfer of employment of a Participant between the Company and any
one of its Affiliates (or between Affiliates) shall not be deemed a Termination
of Service.  Employment with the Company and its Affiliates is on an
at-will basis only.  The Company expressly reserves the right, which may
be exercised at any time and without regard to when during a Performance Period
such exercise occurs, to terminate any individual’s employment with or without
cause, and to treat him or her without regard to the effect that such treatment
might have upon him or her as a Participant.


7.3           Participation
..  No Employee shall have the right to be selected to receive an award
under this Plan, or, having been so selected, to be selected to receive a
future award.


7.4           Successors
..  All obligations of the Company under the Plan, with respect to awards
granted hereunder, shall be binding on any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the
business or assets of the Company.



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7.5           Beneficiary
Designations .  If permitted by the Committee, a Participant under the
Plan may name a beneficiary or beneficiaries to whom any vested but unpaid
award shall be paid in the event of the Participant’s death.  Each such
designation shall revoke all prior designations by the Participant and shall be
effective only if given in a form and manner acceptable to the Committee. 
In the absence of any such designation, any vested benefits remaining unpaid at
the Participant’s death shall be paid to the Participant’s estate.


7.6           Nontransferability
of Awards .  No award granted under the Plan may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will,
by the laws of descent and distribution, or to the limited extent provided in
Section 7.5.  All rights with respect to an award granted to a
Participant shall be available during his or her lifetime only to the
Participant.


SECTION 8

AMENDMENT, TERMINATION AND DURATION


8.1           Amendment
, Suspension or Termination .  The Board, in its sole discretion,
may amend or terminate the Plan, or any part thereof, at any time and for any
reason. The amendment, suspension or termination of the Plan shall not, without
the consent of the Participant, alter or impair any rights or obligations under
any Actual Award theretofore earned by such Participant.  No award may be
granted during any period of suspension or after termination of the Plan.


8.2           Duration
of the Plan .  The Plan shall commence on the date specified herein,
and subject to Section 8.1 (regarding the Board’s right to amend or
terminate the Plan), shall remain in effect thereafter.


SECTION 9

LEGAL CONSTRUCTION


9.1           Gender
and Number .  Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.


9.2           Severability
..  In the event any provision of the Plan shall be held illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining
parts of the Plan, and the Plan shall be construed and enforced as if the
illegal or invalid provision had not been included.


9.3           Requirements
of Law .  The granting of awards under the Plan shall be subject to
all applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.



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9.4           Governing
Law .  The Plan and all awards shall be construed in accordance with
and governed by the laws of the State of California, but without regard to its
conflict of law provisions.


9.5           Captions
..  Captions are provided herein for convenience only, and shall not serve
as a basis for interpretation or construction of the Plan.



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