Amended and Restated 2000 Employee Stock Purchase Plan



 EXHIBIT 10.2 
 TRIPATH TECHNOLOGY, INC. 
 AMENDED AND RESTATED 2000 EMPLOYEE STOCK PURCHASE PLAN 
 Approved by the Board of Directors August 19, 2005 
 Approved by the Stockholders September 30, 2005 
 Amended and Restated by the Board of Directors
February 24, 2006 
 The following constitute the provisions of the Amended and Restated 2000 Employee Stock Purchase Plan of Tripath
Technology, Inc. 
  

	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 or any committee thereof designated by the Board of Directors of the Company in accordance with Section 14 of
the Plan. 

  

	 	(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 Tripath Technology Inc. and any Designated Subsidiary of the Company. 

  

	 	(e)	“COMPENSATION” shall mean all base straight time gross earnings and commissions, but exclusive of payments for overtime, shift premium, incentive compensation, incentive
payments, bonuses and other compensation. 

  

	 	(f)	“DESIGNATED SUBSIDIARY” shall mean any Subsidiary that 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 first Trading Day on or after July 1 and January 1 of each year. 

  

	 	(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 on the date of 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 determination, as reported in THE WALL STREET JOURNAL or such other source as the Board deems reliable; 

  

	 	(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; or 

  

	 	(iv)	For purposes of the Enrollment Date of the first Offering Period under the Plan, the Fair Market Value shall be the initial price to the public as set forth in the final prospectus
included within the registration statement in Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Company’s Common Stock (the “Registration Statement”). 

  

	 	(k)	“OFFERING PERIODS” shall mean the periods of approximately twenty-four (24) months during which an option granted pursuant to the Plan may be exercised, commencing on
the first Trading Day on or after January 1 and July 1 of each year and terminating on the first Trading Day on or after the July and January 1 Offering Period commencement date approximately twenty-four months later; provided,
however, that the first Offering Period under the Plan shall commence on August 21, 2000 and end on the first Trading Day on or after July 1, 2002. The duration and timing of Offering Periods may be changed pursuant to Section 4 of
this Plan. 

  

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	 	(l)	“PLAN” shall mean this 2000 Employee Stock Purchase Plan, as amended. 

  

	 	(m)	“PURCHASE PERIOD” shall mean the approximately six month period commencing on one Exercise Date and ending with the next Exercise Date, except that the first Purchase
Period of any Offering Period shall commence on the Enrollment Date and end with the next Exercise Date. 

  

	 	(n)	“PURCHASE PRICE” shall mean 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower; 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. 

  

	 	(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 

 The Plan shall be implemented by
consecutive, overlapping Offering Periods with a new Offering Period commencing on the first Trading Day on or after January 1 and July 1 each 
  

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 year, or on such other date as the Board shall determine, and continuing thereafter until terminated in
accordance with Section 20 hereof; provided, however, that the first Offering Period under the Plan shall commence on August 21, 2000 and end on the first Trading Day on or after July 1, 2002. The August 21, 2000 NASDAQ closing
price will be used for the four purchase periods in the first offering period. The Board shall have the power to change the duration of Offering Periods (including the commencement dates thereof) 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. 

  

	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 15% of the Compensation which he or she receives on each pay day during the Offering Period; provided, however, that should a pay day occur on an Exercise Date, a participant shall have the payroll deductions made on such day applied to
his or her account under the new Offering Period or Purchase Period, as the case may be. 

  

	 	(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 increase or decrease the rate of his or her payroll deductions
during the Offering Period 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 nature and/or 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. 

  

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	 	(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 a Purchase Period. Payroll deductions shall recommence at the rate provided in such participant’s subscription agreement at the beginning of the first Purchase Period which is scheduled to end
in the following calendar year, unless terminated by the participant as provided in Section 10 hereof. 

  

	 	(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 the Company’s 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 the amount necessary for the Company to meet applicable 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. 

  

	7.	GRANT OF OPTION 

  

	 	(a)	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 any calendar year more than 5,000 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 Purchase Period of such 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 

  

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 Purchase Period or 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, (i) the number of shares with respect to which options are to be exercised may exceed 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 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 

  

	 	(a)	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. 

  

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	 	(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 

  

	 	(a)	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 

  

	 	(a)	No interest shall accrue on the payroll deductions of a participant in the Plan. 

  

	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 1,000,000 shares. 

  

	 	(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


  

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 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 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. In addition, the Company shall provide to each participant, not less frequently than annually during the period such Employee is participating in the Plan, and, in the case of an individual who acquires shares
pursuant to the Plan, during the period such individual owns such shares, copies of annual financial statements. The Company shall not be required to provide such statements to key employees whose duties in connection with the Company assure their
access to equivalent information. 
  

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	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 Purchase
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 Purchase Periods then in progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”) and any Offering Periods then in progress shall end on the New Exercise Date. 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.


  

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	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 Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Board action; and


  

	 	(iii)	allocating shares 

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

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	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. 
  

	24.	AUTOMATIC TRANSFER TO LOW PRICE OFFERING PERIOD 

 To
the extent permitted by any applicable laws, regulations, or stock exchange rules if the Fair Market Value of the Common Stock on any Exercise Date in an Offering Period is lower than the Fair Market Value of the Common Stock on the Enrollment Date
of such Offering Period, then all participants in such Offering Period shall be automatically withdrawn from such Offering Period immediately after the exercise of their option on such Exercise Date and automatically re-enrolled in the immediately
following Offering Period. 
  

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 EXHIBIT A 
 TRIPATH TECHNOLOGY INC 
 2000 EMPLOYEE STOCK PURCHASE PLAN 
 SUBSCRIPTION AGREEMENT 
  

			
	             Original Application	  	Enrollment Date:                     
	             Change in Payroll Deduction Rate	  	
	             Change of Beneficiary(ies)	  	

  

	1.	                                      
   hereby elects to participate in the Tripath Technology Inc. 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 (from 0 to 15%) during the Offering
Period in accordance with the Employee Stock Purchase Plan. (Please note that no fractional percentages are permitted.) 

  

	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 a 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. I understand that my ability to exercise the option under this Subscription Agreement is subject to shareholder approval of the Employee Stock Purchase Plan. 

  

	5.	Shares purchased for me under the Employee Stock Purchase Plan should be issued in the name(s) 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) or one year after the Exercise Date, 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 PROVISION 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 amount necessary to meet an 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 and 1-year holding periods, 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:
	 	 __________________________________________
	  		  	
			
	 __________________________________________
	  		  	
			
	 __________________________________________
	  		  	

  

	9.	I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME. 

  

					
	 Dated:
                                       
     
	 	__________________________________________	 	
	                 Signature of Employee
	 		 	

  

			
	 ______________________________________________________
 Spouse’s Signature (If beneficiary other than spouse)
	  	

  

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 EXHIBIT B 
 TRIPATH TECHNOLOGY INC. 2000 
 EMPLOYEE STOCK PURCHASE PLAN 
 NOTICE OF WITHDRAWAL 
 The
undersigned participant in the Offering Period of the Tripath Technology Inc. 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: