Exhibit 10.2


 


Semtech Corporation

Letterhead


 


Date


 


Employee
Name


Employee
Address


 


Re:                             Semtech
Corporation Executive Change in Control Retention Plan


Participation Letter Agreement


 


Dear
[Employee Name]:


 


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.  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.


 


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;


 


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(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.                                       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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