Exhibit 10.3


 


QUICKLOGIC CORPORATION


1999 EMPLOYEE STOCK PURCHASE PLAN


 


As
Amended and Restated November 10, 2006


 


1.                     PURPOSE.  The purpose of the Plan is to provide
employees of the Company and its Designated Subsidiaries with an opportunity to
purchase Common Stock of the
Company through accumulated payroll deductions. 
It is the intention of the Company to have the Plan qualify as an “Employee
Stock Purchase Plan” under Section 423 of the Internal Revenue Code of 1986, as
amended.  The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation in a
manner consistent with the requirements of that section of the Code.


2.                     DEFINITIONS.


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


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


(c)           “Common Stock”
shall mean the common stock of the Company.


(d)           “Company” shall mean
QuickLogic Corporation and any Designated Subsidiary of the Company.


(e)           “Compensation” shall
mean all base straight time gross earnings, overtime and incentive/variable
compensation, but exclusive of bonuses and other compensation.


(f)            “Designated Subsidiary”
shall mean any Subsidiary which has been designated by the Board from time to
time in its sole discretion as eligible to participate in the Plan.


(g)           “Employee”
shall mean any individual who is an Employee of the Company for tax purposes
whose customary employment with the Company is at least twenty (20) hours per week and more than five
(5) months in any calendar year.  For
purposes of the Plan, the employment relationship shall be treated as
continuing intact while the individual is on sick leave or other leave of
absence approved by the Company.  Where
the period of leave exceeds 90 days and the individual’s right to reemployment
is not guaranteed either by statute or by contract, the employment relationship
shall be deemed to have terminated on the 91st day of such leave.


(h)           “Enrollment Date”
shall mean the first Trading Day of each Offering Period.


(i)            “Exercise Date”
shall mean the last Trading Day of each Offering Period.


(j)            “Fair Market
Value” shall mean, 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 for the last market trading day
on the date of such determination, as reported in The Wall
Street Journal or such other source as the Board deems reliable;


 


(ii)           If the Common Stock is
regularly quoted by a recognized securities dealer but selling prices are not
reported, its Fair Market Value shall
be the mean of the closing bid and asked prices for the Common Stock on the
date of such determination, as reported in The Wall Street Journal or
such other source as the Board deems reliable; or


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


(k)           “Offering Periods”
shall mean the periods of approximately six (6) months during which an option
granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or after May 15
and November 15 of each year and terminating on the last Trading Day in the
periods ending six months later.  For
example, an Offering Period under the Plan shall commence with the first
Trading Day on or after November 15, 2005 and end on the last Trading Day on or
before May 14, 2006.  The duration and
timing of Offering Periods may be changed pursuant to Section 4 of this Plan.


(l)            “Participant” means an Eligible Employee who (a)
has become a Participant in the Plan pursuant to Section 5 and (b) has not
ceased to be a Participant pursuant to Section 10 or Section 11.


(m)          “Plan” shall mean this
1999 Employee Stock Purchase Plan.


(n)           “Purchase Price” shall
mean 85% of the Fair Market Value of a share of Common Stock as determined
pursuant to Section 4; provided,
however, that the Purchase Price may be adjusted by the Board pursuant to
Section 20.


(o)           “Reserves”
shall mean the number of shares of Common Stock covered by each option under
the Plan which have not yet been exercised and the number of shares of Common Stock which have
been authorized for issuance under the Plan but not yet placed under option.


(p)           “Subsidiary”
shall mean a corporation, domestic or foreign, of which not less than 50% of
the voting shares are held by the Company or a Subsidiary, whether or not such corporation
now exists or is hereafter organized or acquired by the Company or a
Subsidiary.


(q)           “Trading Day”
shall mean a day on which national stock exchanges and the Nasdaq System are
open for trading.


3.             ELIGIBILITY.


(a)                   Any
Employee who shall be employed by the Company on a given Enrollment Date shall
be eligible to participate in the Plan.



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(b)            Any provisions of the Plan to
the contrary notwithstanding, no Employee shall be granted an option under the
Plan (i) to the extent that, immediately
after the grant, such Employee (or any other person whose stock would be
attributed to such Employee pursuant to Section 424(d) of the Code) would own
capital stock of the Company and/or hold outstanding options to purchase such
stock possessing five percent (5%) or more of the total combined voting power
or value of all classes of the capital stock of the Company or of any
Subsidiary, or (ii) to the extent that his or her rights to purchase stock
under all employee stock purchase plans of the Company and its subsidiaries
accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of
stock (determined at the fair market value of the shares at the time such
option is granted) for each calendar year in which such option is outstanding
at any time.


 


4.             OFFERING PERIODS.


(a)           The Plan shall be implemented
by either of the following Offering Periods, which shall be determined by the
Board prior to the applicable Offering Period:


(i)            A six (6) month
Offering Period commencing on the first Trading Day on or after May 15 and
November 15 each year, or on such other date as the Board shall determine, and
continuing thereafter until terminated in accordance with Section 20 hereof or
changed pursuant to this Section 4(a) and with a Purchase Price equal to 85% of
the Fair Market Value of a share of Common Stock on the Exercise Date (a “Purchase
Date Offering Period”); or


(ii)           A six (6) month
Offering Period commencing on the first Trading Day on or after May 15 and
November 15 each year, or on such other date as the Board shall determine, and
continuing thereafter until terminated in accordance with Section 20 hereof or
changed pursuant to this Section 4(a) and with a Purchase Price equal to 85% of
the Fair Market Value of a share of Common Stock on the Enrollment Date or on
the Exercise Date, whichever is lower (a “Look-Back Offering Period”).


Notwithstanding the foregoing, if the Board does not determine the type
of Offering Period prior to the start of the applicable Offering Period, the
default Offering Period shall be the Purchase Date Offering Period as described
in Section 4(a)(i) above.


(b)           The Board shall have
the power to change the duration of Offering Periods (including the
commencement dates thereof) and to implement Offering Periods with multiple
purchase periods with respect to future offerings without shareholder approval
if such change is announced at least five (5) days prior to the scheduled beginning
of the first Offering Period to be affected thereafter.


5.             PARTICIPATION.


(a)           An eligible Employee may
become a Participant in the Plan by completing a subscription agreement
authorizing payroll deductions in the form of Exhibit A to this Plan and filing
it with the Company’s payroll office prior to the applicable Enrollment Date.


(b)           Payroll deductions
for a Participant shall commence on the first payroll following the Enrollment
Date and shall end on the last payroll in the Offering Period to which such
authorization is applicable, unless sooner terminated by the Participant as
provided in Section 10 hereof.



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(c)           Notwithstanding any provision in the
Plan, in the event that the Company’s Form S-8 registration statement with
respect to the issuance of Common Stock under the Plan is ineffective as of the
Exercise Date scheduled to occur on November 14, 2006, the Offering Period
scheduled to begin on November 15, 2006 (the “New Offering Period”) shall be
modified as follows: (i) The commencement of the New Offering Period shall be
delayed so as to begin on the first Trading Day two (2) weeks following the
date upon which the Company’s Form S-8 registration statement with respect to
the issuance of Common Stock under the Plan becomes effective (the “S-8
Effective Date”) and such New Offering Period shall continue until the last
Trading Day in the Period ending May 14, 2007; (ii) the Company shall establish
an open enrollment period for the New Offering Period that shall begin no
earlier than the S-8 Effective Date and continue until no later than two
(2) weeks following the S-8 Effective Date; (iii) Payroll deductions for
an Employee enrolled in the new Offering Period shall commence with the first
paycheck in the Offering Period; (iv) Employees who fail to submit a
subscription agreement during the open enrollment window for the new Offering
Period or whose subscription rate does not exceed zero percent (0%) will be
automatically terminated from participating in the New Offering Period; and (v)
the New Offering Period shall be a Look-Back Offering Period.


 


6.             PAYROLL
DEDUCTIONS.


(a)           At the time a Participant
files his or her subscription agreement, he or she shall elect to have payroll
deductions made on each pay day during the Offering Period in an amount not
exceeding twenty percent (20%) of the Compensation which he or she receives on
each pay day during the Offering Period.


(b)           All payroll deductions made
for a Participant shall be credited to his or her account under the Plan and
shall be withheld in whole percentages only. 
A Participant may not make any additional payments into such account.


(c)           A Participant may discontinue
his or her participation in the Plan as provided in Section 10 hereof, or may
(i) increase or decrease the rate of his or her payroll deductions during a
Purchase Date Offering Period, or (ii) only decrease the rate of his or her
payroll deductions during a Look-Back Offering Period, in either case by
completing or filing with the Company a new subscription agreement authorizing
a change in payroll deduction rate.  The
Board may, in its discretion, limit the number of participation rate changes
during any Offering Period.  The change
in rate shall be effective with the first full payroll period following five
(5) business days after the Company’s receipt of the new subscription agreement
unless the Company elects to process a given change in participation more
quickly.  A Participant’s subscription
agreement shall remain in effect for successive Offering Periods unless
terminated as provided in Section 10 hereof.


(d)           Notwithstanding the foregoing,
to the extent necessary to comply with Section 423(b)(8) of the Code and
Section 3(b) hereof, a Participant’s payroll deductions may be decreased to
zero percent (0%) at any time during an Offering Period.  Payroll deductions shall recommence at the
rate provided in such Participant’s subscription agreement at the beginning of
the first Offering Period which is scheduled to end in the following calendar
year, unless terminated by the Participant as provided in Section 10 hereof.



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(e)           At the time the option is exercised, in whole or in part,
or at the time some or all of the Company’s Common Stock issued under the Plan
is disposed of, the Participant must make adequate provision for amounts not in
excess of the minimum statutory federal, state, or other tax withholding
obligations, if any, which arise upon the exercise of the option or the
disposition of the Common Stock.  At any
time, the Company may, but shall not be obligated to, withhold from the
Participant’s compensation amounts not in excess of the applicable minimum
statutory withholding obligations, including any withholding required to make
available to the Company any tax deductions or benefits attributable to sale or
early disposition of Common Stock by the Employee.  If the Company allows the Participant to
settle such tax withholding obligations by remitting to the Company shares of
Common Stock issued upon exercise, then the Participant may not elect to
withhold amounts in excess of the applicable minimum statutory federal, state,
or other tax obligations withheld at the time of exercise or disposal.


 


7.             GRANT OF OPTION.  On the Enrollment Date of each Offering
Period, each eligible Employee participating in such Offering Period shall be
granted an option to purchase on each Exercise Date during such Offering Period
(at the applicable Purchase Price) up to a number of shares of the Company’s
Common Stock determined by dividing such Employee’s payroll deductions
accumulated prior to such Exercise Date and retained in the Participant’s
account as of the Exercise Date by the applicable Purchase Price; provided that
in no event shall an Employee be permitted to purchase during each Offering
Period more than 20,000 shares of the Company’s Common Stock (subject to any
adjustment pursuant to Section 19), and provided further that such purchase
shall be subject to the limitations set forth in Sections 3(b) and 12
hereof.  The Board may, for future Offering
Periods, increase or decrease, in its absolute discretion, the maximum number
of shares of the Company’s Common Stock an Employee may purchase during each
Offering Period.  Exercise of the option
shall occur as provided in Section 8 hereof, unless the Participant has
withdrawn pursuant to Section 10 hereof. 
The option shall expire on the last day of the Offering Period.


8.             EXERCISE OF OPTION.


(a)           Unless a Participant withdraws
from the Plan as provided in Section 10 hereof, his or her option for the
purchase of shares shall be exercised automatically on the Exercise Date, and
the maximum number of full shares subject to option shall be purchased for such
Participant at the applicable Purchase Price with the accumulated payroll
deductions in his or her account.  No
fractional shares shall be purchased; any payroll deductions accumulated in a
Participant’s account which are not sufficient to purchase a full share shall
be retained in the Participant’s account for the subsequent Offering Period,
subject to earlier withdrawal by the Participant as provided in Section 10
hereof.  Any other monies left over in a
Participant’s account after the Exercise Date shall be returned to the
Participant.  During a Participant’s
lifetime, a Participant’s option to purchase shares hereunder is exercisable
only by him or her.


(b)           If the Board determines that, on a
given Exercise Date, the number of shares with respect to which options are to
be exercised may exceed (i) the number of shares of Common Stock that were
available for sale under the Plan on the Enrollment Date of the applicable
Offering Period, or (ii) the number of shares available for sale under the Plan
on such Exercise Date, the Board may in its sole discretion (x) provide that
the Company shall make a pro rata allocation of the shares of



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Common Stock available for purchase on such
Enrollment Date or Exercise Date, as applicable, in as uniform a manner as
shall be practicable and as it shall determine in its sole discretion to be
equitable among all Participants exercising options to purchase Common Stock on
such Exercise Date, and continue all Offering Periods then in effect, or (y)
provide that the Company shall make a pro rata allocation of the shares
available for purchase on such Enrollment Date or Exercise Date, as applicable,
in as uniform a manner as shall be practicable and as it shall determine in its
sole discretion to be equitable among all Participants exercising options to
purchase Common Stock on such Exercise Date, and terminate any or all Offering
Periods then in effect pursuant to Section 20 hereof.  The Company may make pro rata allocation of
the shares available on the Enrollment Date of any applicable Offering Period
pursuant to the preceding sentence, notwithstanding any authorization of additional
shares for issuance under the Plan by the Company’s shareholders subsequent to
such Enrollment Date.


 


9.             DELIVERY. 
As promptly as practicable after each Exercise Date on which a purchase
of shares occurs, the Company shall arrange the delivery to each Participant,
as appropriate, of a certificate representing the shares purchased upon
exercise of his or her option.


10.           WITHDRAWAL.


(a)           A Participant may withdraw all
but not less than all the payroll deductions credited to his or her account and
not yet used to exercise his or her option under the Plan at any time by giving
written notice to the Company in the form of Exhibit B to this Plan.  All of the Participant’s payroll deductions
credited to his or her account shall be paid to such Participant promptly after
receipt of notice of withdrawal and such Participant’s option for the Offering
Period shall be automatically terminated, and no further payroll deductions for
the purchase of shares shall be made for such Offering Period.  If a Participant withdraws from an Offering
Period, payroll deductions shall not resume at the beginning of the succeeding
Offering Period unless the Participant delivers to the Company a new
subscription agreement.


(b)           A Participant’s withdrawal from an
Offering Period shall not have any effect upon his or her eligibility to
participate in any similar plan which may hereafter be adopted by the Company
or in succeeding Offering Periods which commence after the termination of the
Offering Period from which the Participant withdraws.


11.           TERMINATION OF EMPLOYMENT.  Upon a Participant’s ceasing to be an
Employee, for any reason, he or she shall be deemed to have elected to withdraw
from the Plan and the payroll deductions credited to such Participant’s account
during the Offering Period but not yet used to exercise the option shall be
returned to such Participant or, in the case of his or her death, to the person
or persons entitled thereto under Section 15 hereof, and such Participant’s
option shall be automatically terminated. 
The preceding sentence notwithstanding, a Participant who receives
payment in lieu of notice of termination of employment shall be treated as
continuing to be an Employee for the Participant’s customary number of hours
per week of employment during the period in which the Participant is subject to
such payment in lieu of notice.


12.           INTEREST. 
No interest shall accrue on the payroll deductions of a Participant in
the Plan.



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13.           STOCK.


 


(a)           Subject to
adjustment upon changes in capitalization of the Company as provided in Section
19 hereof, the maximum number of shares of the Company’s Common Stock which
shall be made available for sale under the Plan shall be 2,000,000 shares, plus
an annual increase to be added on each anniversary date of the adoption of the
Plan equal to the lesser of (i) 1,500,000 shares, (ii) 4% of the outstanding
shares on such date or (iii) a lesser amount determined by the Board.


(b)           The Participant
shall have no interest or voting right in shares covered by his option until
such option has been exercised.


(c)           Shares to be delivered
to a Participant under the Plan shall be registered in the name of the
Participant or in the name of the Participant and his or her spouse.


14.           ADMINISTRATION.  The Plan shall be administered by the Board
or a committee of members of the Board appointed by the Board.  The Board or its committee shall have full
and exclusive discretionary authority to construe, interpret and apply the
terms of the Plan, to determine eligibility and to adjudicate all disputed claims
filed under the Plan.  Every finding,
decision and determination made by the Board or its committee shall, to the
full extent permitted by law, be final and binding upon all parties.


15.           DESIGNATION OF
BENEFICIARY.


(a)           A Participant
may file a written designation of a beneficiary who is to receive any shares
and cash, if any, from the Participant’s account under the Plan in the event of
such Participant’s death subsequent to an Exercise Date on which the option is
exercised but prior to delivery to such Participant of such shares and cash.  In addition, a Participant may file a written
designation of a beneficiary who is to receive any cash from the Participant’s
account under the Plan in the event of such Participant’s death prior to
exercise of the option.  If a Participant
is married and the designated beneficiary is not the spouse, spousal consent
shall be required for such designation to be effective.


(b)           Such designation of beneficiary may
be changed by the Participant at any time by written notice.  In the event of the death of a Participant
and in the absence of a beneficiary validly designated under the Plan who is
living at the time of such Participant’s death, the Company shall deliver such
shares and/or cash to the executor or administrator of the estate of the
Participant, or if no such executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its discretion, may deliver such
shares and/or cash to the spouse or to any one or more dependents or relatives
of the Participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.


16.           TRANSFERABILITY.  Neither payroll deductions credited to a
Participant’s account nor any rights with regard to the exercise of an option
or to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 hereof) by the Participant.  Any such attempt at assignment, transfer, pledge
or other disposition shall be without effect, except that the Company



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may
treat such act as an election to withdraw funds from an Offering Period in
accordance with Section 10 hereof.


 


17.           USE
OF FUNDS.  All payroll deductions
received or held by the Company under the Plan may be used by the Company for
any corporate purpose, and the Company shall not be obligated to segregate such
payroll deductions.


 


18.           REPORTS. 
Individual accounts shall be maintained for each Participant in the
Plan.  Statements of account shall be
given to participating Employees at least annually, which statements shall set
forth the amounts of payroll deductions, the Purchase Price, the number of
shares purchased and the remaining cash balance, if any.


19.           ADJUSTMENTS UPON CHANGES IN CAPITALIZATION,
DISSOLUTION, LIQUIDATION, MERGER OR ASSET SALE.


(a)           Changes in Capitalization.  Subject to any required action by the
shareholders of the Company, the Reserves, the maximum number of shares each
Participant may purchase each Offering Period (pursuant to Section 7), as well
as the price per share and the number of shares of Common Stock covered by each
option under the Plan which has not yet been exercised 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 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 Offering Period then in progress shall be shortened
by setting a new Exercise Date (the “New Exercise Date”), and shall terminate
immediately prior to the consummation of such proposed dissolution or
liquidation, unless provided otherwise by the Board.  The New Exercise Date shall be before the
date of the Company’s proposed dissolution or liquidation.  The Board shall notify each Participant in
writing, at least ten (10) business days prior to the New Exercise Date, that
the Exercise Date for the Participant’s option has been changed to the New
Exercise Date and that the Participant’s option shall be exercised
automatically on the New Exercise Date, unless prior to such date the
Participant has withdrawn from the Offering Period as provided in Section 10
hereof.


(c)           Merger Or Asset Sale.  In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each outstanding option shall be assumed or
an equivalent option 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 for the option, any Offering Periods then in progress shall be
shortened by setting a new Exercise Date (the “New Exercise Date”) on which
such Offering Period



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shall end. 
The New Exercise Date shall be before the date of the Company’s proposed
sale or merger.  The Board shall notify
each Participant in writing, at least ten (10) business days prior to the New
Exercise Date, that the Exercise Date for the Participant’s option has been
changed to the New Exercise Date and that the Participant’s option shall be
exercised automatically on the New Exercise Date, unless prior to such date the
Participant has withdrawn from the Offering Period as provided in Section 10
hereof.


 


20.           AMENDMENT
OR TERMINATION.


(a)           The Board of Directors of the
Company may at any time and for any reason terminate or amend the Plan.  Except as provided in Section 19 hereof, no
such termination can affect options previously granted, provided that an
Offering Period may be terminated by the Board of Directors on any Exercise
Date if the Board determines that the termination of the Offering Period or the
Plan is in the best interests of the Company and its shareholders.  Except as provided in Section 19 and this
Section 20 hereof, no amendment may make any change in any option theretofore
granted which adversely affects the rights of any Participant.  To the extent necessary to comply with
Section 423 of the Code (or any successor rule or provision or any other
applicable law, regulation or stock exchange rule), the Company shall obtain
shareholder approval in such a manner and to such a degree as required.


(b)           Without shareholder consent
and without regard to whether any Participant rights may be considered to have
been “adversely affected,” the Board (or its committee) shall be entitled to
change the Offering Periods, limit the frequency and/or number of changes in
the amount withheld during an Offering Period, establish the exchange ratio
applicable to amounts withheld in a currency other than U.S. dollars, permit
payroll withholding in excess of the amount designated by a Participant in
order to adjust for delays or mistakes in the Company’s processing of properly
completed withholding elections, establish reasonable waiting and adjustment
periods and/or accounting and crediting procedures to ensure that amounts
applied toward the purchase of Common Stock for each Participant properly
correspond with amounts withheld from the Participant’s Compensation, and
establish such other limitations or procedures as the Board (or its committee)
determines in its sole discretion advisable which are consistent with the Plan.


(c)           In the event the Board
determines that the ongoing operation of the Plan may result in unfavorable
financial accounting consequences, the Board may, in its discretion and, to the
extent necessary or desirable, modify or amend the Plan to reduce or eliminate
such accounting consequence including, but not limited to:


(i)            altering the Purchase Price
for any Offering Period including an Offering Period underway at the time of
the change in Purchase Price;


(ii)           shortening any Offering Period
so that it ends on a new Exercise Date, including an Offering Period underway
at the time of the Board action; and


(iii)          allocating shares.



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Such
modifications or amendments shall not require stockholder approval or the
consent of any Plan Participants.


 


21.           NOTICES. 
All notices or other communications by a Participant to the Company
under or in connection with the Plan shall be deemed to have been duly given
when received in the form specified by the Company at the location, or by the
person, designated by the Company for the receipt thereof.


22.           CONDITIONS UPON ISSUANCE OF SHARES.  Shares shall not be issued with respect to an
option unless the exercise of such option and the issuance and delivery of such
shares pursuant thereto shall comply with all applicable provisions of law,
domestic or foreign, including, without limitation, the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, 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 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 by any of the aforementioned
applicable provisions of law.


23.           TERM OF PLAN.  The Plan shall become effective upon the
earlier to occur of its adoption by the Board of Directors or its approval by
the shareholders of the Company.  It
shall continue in effect for a term of ten (10) years unless sooner terminated
under Section 20 hereof.


 

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EXHIBIT A
QUICKLOGIC CORPORATION
 
1999 EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
 


	
   

  	
  Original Application (New
  Enrollment)

  	
   

  	
  Enrollment Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Change in Payroll
  Deduction Rate

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Change of Beneficiary(ies)

  	
   

  	
   

  



 


1.                                                                                                                  hereby
elects to participate in the QuickLogic Corporation 1999 Employee Stock
Purchase Plan (the “Employee Stock Purchase Plan”) and subscribes to purchase
shares of the Company’s Common Stock in accordance with this Subscription
Agreement and the Employee Stock Purchase Plan.


2.                           I
hereby authorize payroll deductions from each paycheck in the amount of                   % of my Compensation on
each payday (1 to 20%) during the Offering Period in accordance with the Employee
Stock Purchase Plan.  (Please note that
no fractional percentages are permitted and only one reduction is allowed
during each 6-month period according to our plan document.)


3.                           I
understand that said payroll deductions shall be accumulated for the purchase
of shares of Common Stock at the applicable Purchase Price determined in
accordance with the Employee Stock Purchase Plan.  I understand that if I do not withdraw from
an Offering Period, any accumulated payroll deductions will be used to
automatically exercise my option.


4.                           I
have received a copy of the complete Employee Stock Purchase Plan.  I understand that my participation in the
Employee Stock Purchase Plan is in all respects subject to the terms of the
Plan.


5.                           Shares
purchased for me under the Employee Stock Purchase Plan should be issued in the
name of                                                                            (Employee or Employee and Spouse only).


6.                           I
understand that if I dispose of any shares received by me pursuant to the Plan
within 2 years after the Enrollment Date (the first day of the Offering Period
during which I purchased such shares), I will be treated for federal income tax
purposes as having received ordinary income at the time of such disposition in
an amount equal to the excess of the fair market value of the shares at the time
such shares were purchased by me over the price which I paid for the
shares.  I hereby
agree to notify the Company in writing within 30 days after the date of any
disposition of my shares and I will make adequate provisions for Federal, state
or other tax withholding obligations, if any, which arise upon the disposition
of the Common Stock.  The
Company may, but will not be obligated to, withhold from my compensation the
minimum statutory amounts of applicable withholding obligation including any
withholding 













 


 necessary to
make available to the Company any tax deductions or benefits attributable to
sale or early disposition of Common Stock by me.  If I dispose of such shares at any time after
the expiration of the 2-year holding period, I understand that I will be
treated for federal income tax purposes as having received income only at the
time of such disposition, and that such income will be taxed as ordinary income
only to the extent of an amount equal to the lesser of (1) the excess of the
fair market value of the shares at the time of such disposition over the
purchase price which I paid for the shares, or (2) 15% of the fair market value
of the shares on the first day of the Offering Period.  The remainder of the gain, if any, recognized
on such disposition will be taxed as capital gain.


7.                           I
hereby agree to be bound by the terms of the Employee Stock Purchase Plan.  The effectiveness of this Subscription
Agreement is dependent upon my eligibility to participate in the Employee Stock
Purchase Plan.


8.                           In
the event of my death, I hereby designate the following as my beneficiary(ies)
to receive all payments and shares due me under the Employee Stock Purchase
Plan:


NAME:  (Please print)
---------------------------------------------
(First)        (Middle)       (Last)
 
 --------------------------------------    ------------------------------------
Relationship
 
-------------------------------------
(Address)
 
Employee’s Social
Security Number:
 
----------------------------------------------------
Employee’s Address:
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated:
----------------    ---------------------------------------------------
Signature of Employee
 
-----------------------------------------------------
Spouse’s Signature (If beneficiary other than spouse)

 2
  












 
EXHIBIT B
QUICKLOGIC CORPORATION
 
1999 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
 


The undersigned
Participant in the Offering Period of the QuickLogic Corporation 1999 Employee
Stock Purchase Plan which began on ____________, ______ (the “Enrollment Date”) hereby
notifies the Company that he or she hereby withdraws from the Offering
Period.  He or she hereby directs the
Company to pay to the undersigned as promptly as practicable all the payroll
deductions credited to his or her account with respect to such Offering
Period.  The undersigned understands and
agrees that his or her option for such Offering Period will be automatically
terminated.  The undersigned understands further
that no further payroll deductions will be made for the purchase of shares in
the current Offering Period and the undersigned shall be eligible to
participate in succeeding Offering Periods only by delivering to the Company a
new Subscription Agreement.


Name and Address of Participant:
------------------------------------------
------------------------------------------
------------------------------------------
Signature:
------------------------------------------
Date:
-------------------------------------------