Exhibit 10.3


 


[Swiss Employee]


Semtech Corporation 

Letterhead


Date


 


[Swiss
Employee]


Employee
Address


 


Re:                             Semtech
Corporation Executive Change in Control Retention Plan


Participation Letter Agreement


 


Dear
[Swiss Employee]:


 


This
letter relates to the Semtech Corporation (“Semtech”)
Executive Change in Control Retention Plan (the “Plan”).


 


Through
this letter, you are being offered the opportunity to become a participant in
the Plan, and thereby to be eligible to receive the benefits described in the
Plan, some of which are solely contingent on the occurrence of a Change in
Control and some of which are contingent on employment terminating under
certain circumstances in connection with a Change in Control.


 


You
currently are entitled to a three-month notice period under Section 12.2
of your employment agreement with Semtech Neuchâtel S.A., dated by you on
June 19, 2007 (the “Employment Agreement”).  Other Plan participants generally are not
entitled to such a notice period.  In
order to ensure that you are treated consistently with other Plan participants,
certain modifications to the Plan (including Sections 4 and 5) are required (e.g., to ensure that the Change in Control
Window is not inadvertently extended by the required notice period).  These modifications are described in
Paragraphs 2 and 3, below.


 


A
copy of the Plan is attached to this letter. 
You should read it carefully and become comfortable with its terms and
conditions, and those set forth below.


 


By
signing below, you will be acknowledging and agreeing to the following:


 


(a)                                  You have
received a copy of the Plan, which also serves as its summary plan description;


 


(b)                                 Terms not
defined in this letter but beginning with initial capital letters shall have
the meaning assigned to them in the Plan;


 


(c)                                  Participation
in the Plan requires that you agree irrevocably and voluntarily to the terms of
the Plan and the terms set forth in this letter agreement; and


 


(d)                                 You have had
the opportunity to carefully evaluate this opportunity, and desire to participate
in the Plan according to the terms and conditions set forth herein.


 


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Subject
to the foregoing, we invite you to become a “Participant” in the Plan.  Your participation in the Plan will be
effective upon your signing and returning this letter agreement to Semtech
within 30 days of your receipt of this letter agreement.


 


NOW,
THEREFORE, you and Semtech (hereinafter referred to as “the parties”) hereby AGREE as follows:


 


1.                                       This letter
agreement shall terminate, and your status as a “Participant” in the Plan shall
end, on the first to occur of:


 


(a)          your termination of
employment, for any reason, provided that such termination does not occur
during a Change in Control Window;


 


(b)         your termination of employment
during a Change in Control Window to the extent that Semtech or an Affiliate
terminated you for Cause or you did not terminate for “Good Reason” as such
terms are defined in the Plan;


 


(c)          the second anniversary of a
Change in Control;


 


(d)         the date all Plan benefits
have been paid to you;


 


(e)          three months after the
Administrative Committee provides you with written notice that this letter
agreement is being terminated; provided, however, that you do not
receive such notice during a Change in Control Window; or


 


(f)            if, during a Change in
Control Window, you receive written notice that this letter agreement is being
terminated, the later of (i) the expiration of the Change in Control
Window or (ii) three months after the Administrative Committee provides
you with such notice.


 


2.                                       Notwithstanding
Section 4 of the Plan or the fact that your employment may terminate
during a Change in Control Window, you will not be eligible to receive the
Stock Award acceleration benefits as set forth in Section 4 of the Plan if
(i) you provided notice of your intent to terminate employment prior to
the commencement of a Change in Control Window or (ii) at least three
months prior to the commencement of a Change in Control Window, Semtech or an
Affiliate provided you with advance notice of your termination of employment (e.g., under Section 12.2 of your
Employment Agreement).


 


3.                                       Notwithstanding
Section 5 of the Plan or the fact that your employment may terminate
during a Change in Control Window, you will not be eligible to receive the
severance benefits set forth in Section 5(a) of the Plan if (a) you
provided notice of your intent to terminate employment prior to the
commencement of a Change in Control Window or (b) at least three months
prior to the commencement of a Change in Control Window, Semtech or an
Affiliate provided you with advance notice of your termination of employment (e.g., under Section 12.2 of your
Employment Agreement).


 


4.                                       Notwithstanding
Section 5 of the Plan, the maximum benefit to which you may be entitled
under clause (ii) of Section 5(a) in the event that your
employment is terminated by 


 


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Semtech
or an Affiliate without Cause shall be an amount equal to nine months of your
Base Salary.  This Paragraph does not
affect the maximum amount you may be entitled to receive in connection with
other types of termination (e.g.,
the 12 months of Base Salary you may be eligible to receive if you terminate
your employment during a Change in Control Window for Good Reason), nor does it
affect any right you may have under Section 12.3 of your Employment
Agreement to severance benefits.


 


5.                                       You and Semtech
agree that neither Semtech nor any of its Affiliates shall be required to make
any pension contribution based on Plan benefits that become payable to
you.  If, notwithstanding this agreement,
Semtech or its Affiliates are required to make pension contributions based on
Plan benefits, your Plan benefit shall be reduced dollar for dollar by the
amount of such required pension contributions.


 


6.                                       You recognize
and agree that your execution of this letter agreement results in your
enrollment and participation in the Plan, that you agree to be bound by the
terms and conditions of the Plan and this letter agreement, and that you
understand that this letter agreement may not be amended or modified except
pursuant to Section 12 of the Plan or as expressly provided above.


 


 


	
  EXECUTIVE

  	
   

  	
  SEMTECH CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  Date:

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  



 


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