General Incentive Plan Terms and Conditions, as amended August 9, 2007



 EXHIBIT 10.3 
 Sirenza Microdevices, Inc. 
 General Incentive Plan Terms and Conditions 
 As amended on August 9, 2007 
  

	1.	Application 

 Set forth below are the general terms and conditions
(“Terms”) upon which eligible employees of Sirenza Microdevices, Inc. (the “Company”), its subsidiaries and affiliates will be allowed to participate in such corporate incentive plans as the Company may adopt from time to time,
to the extent that such plans explicitly incorporate these Terms by reference. Each such corporate incentive plan incorporating said Terms is hereafter referred to as an “Incentive Plan”. With respect to any particular participant in any
Incentive Plan, to the extent that the terms hereof conflict with the terms of any duly authorized and written employment, severance or change of control agreement between the Company or its subsidiary and such participant, the terms of the
individual agreement shall control. 
  

	2.	Eligibility 

 All employees of the Company, its subsidiaries and affiliates
who the Committee specifically designates in an Incentive Plan shall be eligible to be selected to participate in such Incentive Plan. The Committee may select the eligible employees who shall participate in an Incentive Plan in any year at any time
before or during such year. Selection to participate in an Incentive Plan in any year does not require the Committee to, or imply that the Committee will, select the same person to participate in the Incentive Plan in any subsequent year, and does
not guarantee that any award under the Incentive Plan will be received by such employee in any given year. 
  

	3.	Administration 

 Each Incentive Plan shall be administered by the
Compensation Committee of the Board of Directors (the “Board”), or by another committee appointed by the Board consisting of not less than two (2) Directors who are not employees of the Company (the “Committee”). To the
extent permitted by law, the Committee may delegate its administrative authority with respect to any Incentive Plan and, in the event of any such delegation of authority, the term “Committee” as used herein and in any Incentive Plan shall
be deemed to refer to the Committee’s delegate as well as to the Committee. The Committee shall, subject to the provisions herein and in any Incentive Plan, select employees to participate therein; establish and administer the performance goals
and the award opportunities applicable to each participant and determine whether the goals have been attained; construe and interpret the Incentive Plan and any agreement or instrument 








 
entered into under the Incentive Plan; establish, amend, or waive rules and regulations for the Incentive Plan’s administration; and make all other
determinations which may be necessary or advisable for the administration of the Incentive Plan. Any determination by the Committee pursuant to the Incentive Plan shall be final, binding and conclusive on all employees and participants and anyone
claiming under or through any of them. 
  

	4.	Establishment of Performance Goals and Award Opportunities 

 At any time
before or during each year, the Committee shall establish the method for computing the amount of compensation which may be payable under the Incentive Plan to each participant in the Incentive Plan for such year if the performance goals established
by the Committee for such year are attained in whole or in part and if the participant’s employment by the Company, its subsidiaries and affiliates continues for the required period. The Committee shall also establish the performance goals for
such year, which may be based on any of the following performance criteria, either alone or in any combination, and on either a consolidated or business unit level as the Committee may determine, or such other criteria as the Committee may select:
sales, net asset turnover, earnings per share, cash flow, cash flow from operations, operating profit, net operating profit, net income, income from operations, operating margin, net income margin, return on net assets, return on total assets,
return on common equity, return on total capital, and shareholder value added, total shareholder return, common stock price appreciation, total shareholder return relative to a defined marketplace, receivables growth, debt to equity ratios, earnings
to fixed charges ratios, introduction of new products and/or services, or developing and/or implementing action plans or strategies. 
 The foregoing
criteria shall have any reasonable definitions that the Committee may specify at the time such criteria are adopted, which may include or exclude any or all of the following items as the Committee may specify or such other items as the Committee may
specify: extraordinary, unusual or non-recurring items; effects of accounting changes; effects of currency fluctuations; effects of financing activities (e.g., effect on earnings per share of issuance of convertible debt securities); expenses for
restructuring or productivity initiatives; other non-operating items; spending for or other effects of acquisitions; effects of divestitures; and effects of litigation activities and settlements. Any such performance criterion or combination of such
criteria may apply to the participant’s award opportunity in its entirety or to any designated portion or portions of the award opportunity, as the Committee may specify. 
  

	5.	Awards 

 Participating employees’ individual awards may vary as a
percentage of their Participating Salaries, based on both the funding approved by the Committee and on the participant’s business unit, department, position, performance and contribution, or on other factors, as determined in the sole
discretion of the Company. Participating Salary is defined as the product of the participant’s total base salary paid during a given Incentive Plan period, multiplied by the participant’s incentive pay percentage, at 








 
maximum funding. Absent Committee approval to the contrary, aggregate awards under an Incentive Plan for any period may not exceed 100% of the Participating
Salaries of participants in such Incentive Plan for such period, as determined by the Committee. 
  

	6.	Employment Requirement 

 A participant’s award under any Incentive
Plan for any period shall be contingent on (i) continued employment by the Company, its subsidiaries and affiliates during all or part of such period, and (ii) continued employment by the Company through the relevant award payment date.
Notwithstanding the preceding sentence: 
  

	 	•	 	 participants beginning employment at the Company 3 months or less prior to an award payment date will generally not be eligible to receive an award;



  

	 	•	 	 in the event of a change of control of the Company (as determined by the Committee) followed by a participant’s involuntary termination during such Incentive
Plan period, an incentive award shall be paid to the participant under the Incentive Plan at the higher of (a) one half of the maximum award available for such participant for such period (as determined by the Committee), or (b) the award
that would have been earned by the participant based on projected Company performance for the full period, determined by the Committee at the time the change of control occurs; and 


  

	 	•	 	 in the event that the employment of a participant otherwise eligible for an incentive award is involuntarily terminated by the Company after the end of a plan
period, but before the related award payment date for that plan period, other than a termination based on such participant’s commission of a crime or an act of fraud or dishonesty, material violation of Company policy or gross insubordination
or misconduct, the participant shall remain entitled to receive the full amount of the award he or she otherwise would have actually earned under the Incentive Plan in such plan period had he or she remained a Company employee through the award
payment date, payable on the award payment date. 


 A participant whose employment terminates prior to the end of a period or an award
payment date for any reason not excepted above shall not be entitled to any award under any Incentive Plan for that period. 
  

	7.	Payment of Awards 

 Except as provided otherwise in an Incentive Plan or by
the Committee, payment of each award under this Incentive Plan for any period shall be contingent upon a determination by the Committee that the performance goals and employment conditions applicable to such award have been satisfied. Unless and
until the Committee so determines, such award shall not be paid. Unless the Committee provides otherwise, (a) earned awards shall be paid promptly following such determination, and (b) such payment shall be made in cash, Company stock or
other form of consideration selected by the Committee in its sole discretion (subject to any payroll tax withholding the Company may determine applies in its sole discretion). 








	8.	Amendment or Termination 

 The Committee may amend, modify or terminate the
terms contained herein or in any Incentive Plan at any time in its sole discretion. Absent Committee approval to the contrary, no such amendment or termination shall have the effect of accelerating any award under any Incentive Plan or causing an
award to become payable. 
  

	9.	Interpretation and Construction 

 No provision hereof or of an Incentive
Plan, nor the selection of any eligible employee to participate in an Incentive Plan, shall constitute an employment agreement or affect the duration of any participant’s employment, which shall remain “employment at will” unless an
employment agreement between the Company and the participant specifically provides otherwise. Both the participant and the Company shall remain free to terminate employment at any time to the same extent as if no Incentive Plan had been adopted.

  

	10.	Governing Law 

 The terms of each Incentive Plan (as augmented by the term
contained herein) shall be governed by the laws of the State of Delaware, without reference to the conflicts of laws principles of that state. 
  

	11.	Code Section 409A 

 Notwithstanding anything to the contrary herein or
in any Incentive Plan, if a participant is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any final regulations and guidance promulgated thereunder (“Section
409A”) at the time of the participant’s termination of employment, then any severance payments payable pursuant to the terms hereof or of any Incentive Plan and any other severance payments or separation benefits which may be considered
deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to the participant on or within the six (6) month period following participant’s termination will accrue
during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of the participant’s termination of employment. All subsequent payments, if any, will be
payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this arrangement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided
hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.