Exhibit
10.1


 


SEMTECH CORPORATION


 


EXECUTIVE CHANGE IN CONTROL RETENTION PLAN


 


Semtech
Corporation (“Semtech”) has
established this Semtech Corporation Executive Change in Control Retention Plan
(the “Plan”) for certain of its
executive officers who report to Semtech’s Chief Executive Officer
(collectively, the “Executives”)
to provide incentives for Plan Participants to exert maximum efforts for
Semtech’s success even in the face of a potential Change in Control (as defined
in Section 1).  The Plan provides
for cash payments, certain accelerated vesting of equity rights, and other
benefits.  The Plan took effect on September 28,
2010 (the “Effective Date”)  and will remain in effect until terminated
in accordance with Section 12.  This
document constitutes both the formal plan document and the summary plan
description of the Plan.  This Plan will
control in case of conflict with any other document, unless the Plan states
otherwise.  The Plan is an employee
welfare benefit plan within the meaning of section 3(1) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”).  Participant’s
ERISA rights are described at the end of the document.  Except as defined elsewhere in this Plan,
capitalized terms used herein shall have the meanings set forth in
Section 1.


 


1.             DEFINITIONS.  For purposes of this Plan only,
capitalized terms used herein shall have the following meanings:


 


(a)           “Administrative Committee” means, with respect to all periods
of time prior to a Change in Control, the Compensation Committee of Semtech’s
Board of Directors (“Compensation Committee”)
as constituted from time to time and means, with respect to all periods of time
on or after a Change in Control, the Compensation Committee as it was
constituted immediately prior to a Change in Control.


 


(b)           “Affiliate” means any parent corporation of Semtech or other
subsidiary corporation, whether now or hereafter existing, as those terms are
defined in Section 422(e) and (f) respectively, of the Code.


 


(c)           “Base Salary” means the highest base salary (expressed as an
annual amount) paid to a Participant by Semtech or an Affiliate during the six
months prior to a Change in Control (calculated before any deductions or
deferrals).


 


(d)           “Board” means Semtech’s Board of Directors or any subcommittee
thereof.


 


(e)           “Cause” means that a Participant (i) has engaged in an act
of personal dishonesty in connection with the Participant’s responsibilities as
a Semtech or Affiliate employee which is intended to result in a substantial
personal benefit to the Participant, the Participant’s family, or any entity in
which any of them have a substantial beneficial interest; (ii) was
convicted of or entered a plea of guilty or nolo
contendere to a crime that constitutes a felony (other than traffic
related offenses not involving serious bodily injury); (iii) has committed
an act or engaged in an omission which constitutes willful misconduct or gross
negligence and is materially injurious, or reasonably expected to result in
material injury, to Semtech or an Affiliate; 
(iv) willfully failed to follow the lawful directives of the Board
or the 


 


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Chief Executive Officer that
are consistent with such Participant’s position or duties; or
(v) materially breached any Central Agreement or written policy of Semtech
or any of its Affiliates.


 


(f)            “Central Agreements” means the Semtech Code of Conduct, the
Semtech Policy Regarding Confidential Information and Insider Trading for All
Employees, the Semtech Invention Agreement & Secrecy Agreement, the
Semtech Employee Confidentiality Agreement and Proprietary Rights Assignment,
and any other written agreement between a Participant and Semtech (regardless
of when such agreements become effective).


 


(g)           “Change in Control” means: 
(i) a sale of all or substantially all of the assets of Semtech or
(ii) the acquisition of more than 50% of the voting power of the
outstanding securities of Semtech by another entity by means of any transaction
or series of related transactions (including, without limitation,
reorganization, merger or consolidation) unless the Semtech stockholders of
record, as applicable, as constituted immediately prior to such acquisition
will, immediately after such acquisition (by virtue of their continuing to hold
such stock and/or their receipt in exchange therefor of securities issued as
consideration for the outstanding stock of Semtech, as applicable) hold at
least 50% of the voting power of the surviving or acquiring entity.


 


(h)           “Change in Control Window” means the period (i) beginning
90 days prior to the earlier of (a) the execution of a letter of
intent relating to a Change in Control transaction, if any, or (b) the
execution of a definitive agreement with respect to a Change in Control
transaction; in either case, provided that the Change in Control with the party
to the letter of intent or definitive agreement is consummated within
one year following such execution, and (ii) ending on the second
anniversary of such Change in Control; provided, however, that
the application of the Change in Control Window pursuant to this Plan shall not
cause any Stock Awards which have lapsed to become exercisable.


 


(i)            “Code” means the Internal Revenue Code of 1986, as amended.


 


(j)            “Common Stock” means the common stock of Semtech.


 


(k)           “Competitor” means any individual, party, firm, company, or
other entity, including, but not limited to, governmental, commercial, and
academic entities, which conducts or intends to conduct activities relating to
any business performed or contemplated to be performed by Semtech including,
but not limited to, the business of supplying analog or mixed-signal
semiconductor products or the design, production, or sales of integrated
circuits for end market applications in which Semtech’s products are used
including, but not limited to, Intersil Corporation, International
Rectifier Corporation, Maxim Integrated Products, Analog Devices, Inc.,
Linear Technology Corporation, National Semiconductor Corporation, Micrel, Inc.,
Microsemi Corporation, Texas Instruments, Inc. and any company in the peer
group of competitors used from time to time in conjunction with the issuance of
performance-based stock options by Semtech.


 


(l)            “Good Reason” means the occurrence without the written consent
of a Participant of any one of the following acts by Semtech or an Affiliate:


 


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(i)            A Participant’s Base Salary
or annual bonus potential is materially diminished;


 


(ii)           A material breach of a
Participant’s written employment agreement with Semtech or an Affiliate (unless
the individual’s Letter Agreement provides otherwise);


 


(iii)          A Participant’s authority,
duties, or responsibilities are materially diminished; or


 


(iv)          Semtech or an Affiliate
reassigns a Participant’s primary place of employment to a location that is  more than seventy-five (75) miles from
such Participant’s primary place of employment as of immediately prior to the
date such reassignment is announced and that reassignment materially and
adversely affects a Participant’s commute based on such Participant’s principal
place of employment immediately prior to the time such reassignment is
announced;


 


provided, however, that (a) a Participant must
provide Semtech with written notice of the Participant’s intent to terminate
his or her employment and a description of the event the Participant believes
constitutes Good Reason within 60 days after the initial existence of the event
and (b) Semtech or an Affiliate (as applicable) shall have 60 days after a
Participant provides the notice described above to cure the default that
constitutes Good Reason (the “Cure Period”).  A Participant will have 30 days following the
end of the Cure Period (if Semtech or an Affiliate has not cured the event that
otherwise constituted Good Reason) to terminate Participant’s employment, after
which Good Reason will no longer exist.


 


(m)          “Letter Agreement” means a letter signed by a duly authorized
Semtech officer in the form approved by the Administrative Committee confirming
an Executive’s eligibility for the Plan.


 


(n)           “Participant”
means an eligible Executive participating in the Plan.


 


(o)           “Performance Unit” means a restricted stock unit that is
subject to performance-based, rather than time-based, vesting.


 


(p)           “Required Accounting Restatement” shall mean an accounting
restatement that is required due to Semtech’s material noncompliance with any
financial reporting requirement under applicable securities laws.


 


(q)           “Stock Awards” means any stock option, restricted stock unit,
restricted stock, or other equity-based compensation with respect to Common
Stock (whether settled in Common Stock or cash) granted to a Participant prior
to a Change in Control, but excluding Performance Units.


 


2.             PLAN
ELIGIBILITY.  An Executive is eligible for this Plan only
if (a) the Administrative Committee has approved in writing such Executive’s
participation in the Plan and (b) Semtech has provided such Executive with
a Letter Agreement.  If such Executive 


 


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executes the Letter Agreement and returns it to
Semtech within 30 days (or such shorter period as determined by the
Administrative Committee) after receiving it, such Executive will become a
Participant on the date Semtech receives the properly executed Letter
Agreement.


 


3.             PARACHUTE
PAYMENTS.


 


(a)           Notwithstanding the other
provisions of this Plan (other than subsection (b) below), in the event
that any payment or benefit received or to be received by a Participant
pursuant to this Plan or otherwise (collectively, the “Payments”) would result in a “parachute
payment” as described in Section 280G of the Internal Revenue Code of
1986, as amended (the “Code”),
such Payments shall be reduced by the minimum amount necessary to ensure that
they do not, in the aggregate, exceed the maximum amount that may be paid to
such Participant without triggering golden parachute penalties under Section 280G
and related provisions of the Code, such as Section 4999 (the “Cut-Back Payment”).


 


(b)           If, instead of receiving the
Cut Back Payment, a Participant would realize increased net Payments (after (i) taking
into account payment of federal, state and local income, payroll, and excise
taxes on such Payments and (ii) reducing the Payments by the cost of any
lost deduction to Semtech by virtue of application of Section 4999 of the
Code), Section 3(a) shall not apply and such Participant shall
instead receive the Payments, less the cost of any lost deduction to Semtech by
virtue of application of Section 4999 of the Code.


 


(c)           If any Payments must be
reduced or forfeited under subsection (a) or (b), they shall be cut back
in the following order (unless cutting Payments back in such order would result
in the imposition on the Participant of an additional tax under Section 409A
of the Code (or similar state or local law) and cutting the Payments back in
another order would not, in which case benefits shall instead be cut back in
such other order):  First, all Payments
that do not constitute “nonqualified deferred compensation” within the meaning
of Section 409A of the Code (in the order designated by the
Participant).  Second, all Payments that
constitute “nonqualified deferred compensation” within the meaning of Section 409A
of the Code that were granted to the Participant in the 12-month period of time
preceding the applicable Change in Control, in the order such benefits were
granted to the Participant.  Third, all
remaining Payments shall be reduced prorata.


 


(d)           If a Participant receives an
amount in excess of the limit set forth in this Section 3, the Participant
shall repay the excess amount to Semtech on demand, with interest at the rate
provided for in Internal Revenue Code Section 1274(b)(2)(B) (or any
successor provision).  Semtech and each
Participant agree to cooperate with each other in connection with any
administrative or judicial proceedings concerning the existence or amount of
golden parachute penalties.


 


(e)           All calculations required
under this Section 3 shall be performed by the accounting firm engaged by
Semtech for general audit purposes as of the day prior to the effective date of
the Change in Control described in Code Section 280G(b)(2)(a)(i).  All determinations required to be made under
this Section 3 (other than determinations pursuant to Section 3(c))
shall be made by such independent accountants. 
If the accounting firm so engaged by Semtech is serving as accountant or
auditor for the individual, entity or group effecting the Change in Control or
otherwise has a conflict of interest or is unwilling to perform such 


 


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calculations, Semtech shall
appoint a nationally recognized accounting firm to make the determinations
required hereunder.  Semtech shall bear
all expenses with respect to the determinations by such accounting firm.


 


(f)            The accounting firm engaged
to make the determinations hereunder shall provide its calculations, together
with detailed supporting documentation, to the Participant and Semtech within
15 calendar days following the Change in Control and at such other time as may
be reasonably requested by the Participant or Semtech.  Any good faith determinations of the
accounting firm made hereunder shall be final, binding and conclusive on the
Participant and Semtech.


 


4.             ACCELERATION
OF STOCK AWARDS IN THE EVENT OF A CHANGE IN CONTROL.  Unless a Participant’s Letter
Agreement provides otherwise, the terms of this Section 4 shall apply in
the event of a Change of Control.


 


(a)           Stock Awards.  The
vesting and (if applicable) exercisability of each Stock Award that is
outstanding as of a Change in Control shall be accelerated in full with respect
to each Participant who is employed with Semtech or an Affiliate on the day
immediately prior to the effective date of such Change in Control.  In addition, if (i) a Change in Control
occurs and (ii) a Participant’s employment was involuntarily terminated by
Semtech or an Affiliate without Cause or by the Participant for Good Reason (in
either case, during a Change in Control Window, but prior to the occurrence of
a Change in Control), then the vesting and (if applicable) exercisability of
each Stock Award that had not expired or terminated prior to the Change in
Control shall be accelerated in full immediately prior to the Change in
Control.


 


(b)           Performance Units.  The “Performance Period” (as defined in the
relevant plan and grant documents) for each Performance Unit award held by a
Participant as of a Change in Control shall terminate effective as of the
most-recently completed Semtech fiscal year and the number of Performance Units
that shall vest immediately with respect to such award shall be determined
based on actual Semtech performance during the shortened Performance
Period.  In determining such vesting, any
relevant performance goals shall be prorated based on the percentage of the
Performance Period that had elapsed as of the end of the most-recent Semtech
fiscal year.  Any Performance Unit that
does not vest after giving effect to the prior two sentences shall terminate as
of the Change in Control.  In addition,
if (i) a Change in Control occurs and (ii) a Participant’s employment
was involuntarily terminated by Semtech or an Affiliate without Cause or by the
Participant for Good Reason (in either case, during a Change in Control Window,
but prior to the occurrence of a Change in Control), then the vesting of each
Performance Unit award that had not expired or terminated prior to the Change
in Control shall be determined as described above.


 


Example:


 


The following example demonstrates the effect of proration on the
cumulative operating income (COI) and cumulative net revenue (NR) targets with
respect to a hypothetical Performance Unit award that has a 2012-2014 fiscal
year performance period, assuming that a change in control occurred on July 30,
2013 (i.e., after completion of the first fiscal year) and July 30, 2014
(i.e., after completion of the second fiscal year):


 


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  COI/NR Targets

  Before Change in

  Control

  	
   

  	
  COI/NR Targets

  After Change in

  Control in Year 1

  	
   

  	
  COI/NR Targets

  After Change in

  Control in Year 2

  	
   

  
	
  90% Vesting

  	
   

  	
  $300,000/$600,000

  	
   

  	
  $100,000/$200,000

  	
   

  	
  $200,000/$400,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  100% Vesting (i.e., target)

  	
   

  	
  $600,000/$900,000

  	
   

  	
  $200,000/$300,000

  	
   

  	
  $400,000/$600,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  110% Vesting

  	
   

  	
  $900,000/$1,200,000

  	
   

  	
  $300,000/$400,000

  	
   

  	
  $600,000/$800,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Relevant Performance Period

  	
   

  	
  Fiscal
  years 2012-2014

  	
   

  	
  Fiscal
  year 2012

  	
   

  	
  Fiscal
  years 2012-2013

  	
   

  



 


Thus, assuming that the Performance Unit award had a target of 12,000
Performance Units, if a change in control occurred on July 30, 2014 and
Semtech’s COI for fiscal years 2012 and 2013 was exactly $200,000,000 and
(b) Semtech’s NR for fiscal years 2012 and 2013 was exactly $400,000,000,
then (according to the chart above) 90% of the target Performance Units (i.e., 10,800) would vest immediately prior
to the Change in Control.


 


Any
reacquisition or repurchase rights held by Semtech with respect to the shares
of Common Stock for which vesting is accelerated pursuant to this Section 4
shall lapse in full as appropriate.


 


5.             SEVERANCE.


 


(a)           Unless a Participant’s
Letter Agreement provides otherwise, if Semtech or an Affiliate terminates a
Participant’s employment without Cause during a Change in Control Window, or if
Executive terminates his or her employment for Good Reason  during a Change in Control Window, then,
in either case, subject to the terms and conditions of this Section 5, the
Participant will be entitled to the following benefits:


 


(i)            payment of an amount equal
to one times the greater of the Participant’s target bonus (as determined by
the Compensation Committee of Semtech’s Board of Directors during the relevant
fiscal years) for (A) the fiscal year in which such termination of
employment occurred or (B) the fiscal year prior to the fiscal year in
which such termination of employment occurred, which will be paid in a lump sum
at the time the bonus for the fiscal year in which such termination of
employment occurs otherwise would have been paid;


 


(ii)           payment of an amount equal
to 12 months of the Participant’s Base Salary, paid in a single lump sum (15
days following the seven-month anniversary of such termination of employment if
employment was terminated on or after a Change in Control, but during a Change
in Control Window or 15 days following the seven-


 


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month anniversary of the
applicable Change in Control if employment was terminated prior to a Change in
Control, but during a Change in Control Window);


 


(iii)          reimbursement of the Participant’s
COBRA coverage premiums (if applicable) under Semtech’s fully-insured group
health plans for the Participant and his or her dependents who are then covered
by such plans until the earlier of (A) 12 months following such
termination of employment; (B) such other date on which the Participant is
eligible to enroll for coverage under another group health plan; or
(C) the date on which the Participant no longer qualifies for COBRA
continuation coverage under the normal COBRA rules; provided, however,
that no such reimbursement shall be made if it would result in adverse tax
consequences, as determined by the Administrative Committee.


 


Any reimbursement request under this Section 5(a) must
be made within 60 days of incurring the expense and must be accompanied with
proof of payment and any such reimbursement will be made within 60 days after
receipt of a properly submitted request. 
Any reimbursement under this Section 5(a) in one taxable year
will not affect the amount available for reimbursement in any other taxable
year.


 


(b)           In order to receive any
benefits or payments under Section 5(a), a Participant must execute and
deliver to Semtech a valid waiver and release of claims against Semtech, all
current and former, direct and indirect parents, subsidiaries, and all other
affiliates and related partnerships, joint ventures, or other related entities,
and, with respect to each of them, their predecessors and successors and, with
respect to each such entity, all of its past, present, and future employees,
officers, directors, stockholders, owners, representatives, assigns, attorneys,
agents, insurers, employee benefit programs (and the trustees, administrators,
fiduciaries, and insurers of such programs), and any other persons acting by,
through, under or in concert with any of the persons or entities listed in this
Section 5(b), and their successors, all in their respective capacities as
such, in a form tendered by Semtech (the “Release
Agreement”) no later than 45 days after a Participant’s termination
of employment or, if later, no later than 45 days from the commencement of the
Applicable Change in Control Window and the period within which such
Participant may revoke his or her Release Agreement has expired without
revocation (which period shall not be longer than 15 days, unless a longer
period is required by applicable law which, in any event, shall not extend
beyond the date the first payment is due to a Participant under this Section 5).  The Release Agreement shall be substantially
in the form attached hereto as Appendix 1. 
The Administrative Committee has the authority to amend or adopt a new
form of Appendix 1 at any time prior to the commencement of a Change in
Control Window.  If the Administrative
Committee has not amended or adopted a new form of Appendix 1 prior to the
commencement of a Change in Control Window, the Release Agreement shall be
substantially in the form attached hereto as Appendix 1; provided, however,
that the Administrative Committee shall, after the commencement of a Change in
Control Window, continue to have the authority to make changes to Appendix 1
that it reasonably determines are required to (i) comply with applicable
law or (ii) address changes in the law that have occurred after the
effective date of this Plan.  Any amendment
or adoption of a new form of Appendix 1 permitted by this Section 5(b) shall
not be considered an amendment of this Plan.


 


(c)           If a Participant timely
revokes his or her Release Agreement, such Participant shall not be eligible to
receive any benefits or payments under Section 5(a).


 


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6.             ADJUSTMENTS
UPON CHANGES IN COMMON STOCK.  All references to the Stock Awards referenced
in this Plan shall include and shall be appropriately adjusted by Semtech to
reflect any stock split, stock dividend, stock combination or other change in
the Common Stock which may be made by Semtech after the date this Plan is
adopted.


 


7.             FORFEITURE
OF PLAN BENEFITS.


 


(a)           Competition.  In the event that a Participant directly or
indirectly, whether as an employee, independent contractor, or consultant, or
otherwise (whether for pay or otherwise) provides any services to a Competitor
(without first obtaining written approval from the Administrative Committee)
prior to the one-year anniversary of such Participant’s termination of
employment, the Participant shall irrevocably forfeit all unpaid Plan benefits
as of the date that such Participant first provided services to a
Competitor.  To the extent that any
Participant received any Plan benefits prior to engaging in such activity
(without first obtaining written approval from the Administrative Committee),
the Participant shall return to Semtech all such Plan benefits within 15 days
of receiving written demand therefor. 
Notwithstanding the foregoing, this Section 7 shall not apply to a
Participant to the extent that his or her Letter Agreement expressly provides
that this Section 7 does not apply to such Participant.


 


(b)           Breach of Certain Other
Agreements.  In the
event that a Participant materially breaches any Central Agreement prior to
receipt of all Plan benefits, the Participant shall irrevocably forfeit all
unpaid Plan benefits as of the date that such Participant first materially
breached any such Central Agreement.  To
the extent that any Participant inadvertently receives Plan benefits after
materially breaching any Central Agreement, the Participant shall return to
Semtech all such Plan benefits within 15 days of receiving written demand
therefor.


 


(c)           Accounting Restatement.  In the event that Semtech prepares a Required
Accounting Restatement, each Participant or former Participant shall pay to
Semtech on demand any amounts required to be returned to Semtech by Section 954
of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or the
rules and/or the applicable listing standards promulgated thereunder or in
connection therewith (collectively, the “2010
CPA”).


 


8.             NOTICES.  Any notices provided for in
this Plan shall be given in writing and shall be deemed effectively given upon
receipt or, in the case of notices delivered by Semtech to a Participant,
five days after deposit in the United States mail, postage prepaid,
addressed to such Participant at the address specified in Semtech’s corporate
records or at such other address as such Participant designates by written
notice to Semtech.


 


9.             CLAIMS
PROCEDURES.


 


(a)           Claims Normally Not Required.


 


Normally,
a Participant does not need to present a formal claim to receive benefits
payable under this Plan.


 


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(b)           Disputes.


 


If
any person (claimant) believes that benefits are being denied improperly, that
the Plan is not being operated properly, that fiduciaries of the Plan have
breached their duties, or that the claimant’s legal rights are being violated
with respect to the Plan, the claimant must file a formal claim with the
Administrative Committee.  This
requirement applies to all claims that any claimant has with respect to the
Plan, including claims against fiduciaries and former fiduciaries, except to
the extent the Administrative Committee determines, in its sole discretion,
that it does not have the power to grant all relief reasonably being sought by
the claimant.


 


(c)           Time for Filing Claims.


 


A
formal claim must be filed no later than 90 days after any payment pursuant to
Section 5(a) should have been made, unless the Administrative Committee in
writing consents otherwise.  The
Administrative Committee will provide a claimant, on request, with a copy of
the claims procedures established under subsection 9(d).


 


(d)           Procedures.


 


The
Administrative Committee will adopt procedures for considering claims, which it
may amend from time to time, as it sees fit. 
A claimant must file a claim for benefits on a form prescribed by the
Administrative Committee.  If the
claimant’s claim for a benefit is wholly or partially denied, the
Administrative Committee will furnish the claimant with a written notice of the
denial.  This written notice must be
provided to the claimant within a reasonable period of time (generally within
90 days, unless special circumstances require an extension of time for
processing the claim, in which case a period not to exceed 180 days) after the
receipt of the claimant’s claim by the Administrative Committee.  (If such an extension of time is required,
written notice of the extension will be furnished to the claimant prior to the
termination of the initial 90-day period, and will indicate the special
circumstances requiring the extension.) 
Written notice of denial of the claimant’s claim must contain the
following information:


 


(i)         the specific reason or
reasons for the denial;


 


(ii)        a specific reference to
those provisions of the Plan on which such denial is based;


 


(iii)       a description of any
additional information or material necessary to perfect the claimant’s claim,
and an explanation of why such material or information is necessary; and


 


(iv)       a copy of the appeals
procedures under the Plan and the time limits applicable to such procedures,
including a statement of the claimant’s right to bring a civil action under
Section 502(a) of ERISA following an adverse determination of the claimant’s
claim.


 


If
the claimant’s claim has been denied, and the claimant wishes to submit his or
her request for a review of his or her claim, the claimant must follow the
following Claims Review Procedure:


 


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(i)         Upon the denial of his or
her claim for benefits, the claimant may file his or her request for review of
his or her claim, in writing, with the Administrative Committee;


 


(ii)        The claimant must file the
claim for review not later than 60 days after he or she has received written
notification of the denial of his or her claim for benefits;


 


(iii)       The claimant has the right
to review and obtain copies of all relevant documents relating to the denial of
his or her claim and to submit any issues and comments, in writing, to the
Administrative Committee;


 


(iv)       If the claimant’s claim is
denied, the Administrative Committee must provide the claimant with written
notice of this denial within 60 days after the Administrative Committee’s
receipt of the claimant’s written claim for review.  There may be times when this 60-day period
may be extended.  This extension may only
be made, however, where there are special circumstances which are communicated
to the claimant in writing within the 60-day period.  If there is an extension, a decision will be
made as soon as possible, but not later than 120 days after receipt by the Administrative
Committee of the claimant’s claim for review; and


 


(v)        The Administrative Committee’s
decision on the claimant’s claim for review will be communicated to the
claimant in writing, and if the claimant’s claim for review is denied in whole
or part, the decision will include:


 


(A)          the specific
reason or reasons for the denial;


 


(B)           specific
references to the pertinent provisions of the Plan on which the decision was
based;


 


(C)           a statement
that the claimant may receive, upon request and free of charge, reasonable
access to and copies of, all documents, records and other information relevant
to the claimant’s claim for benefits; and


 


(D)          a statement of
the claimant’s right to bring a civil action under Section 502(a) of ERISA.


 


10.           PLAN
ADMINISTRATION.


 


(a)           Discretion.


 


The
Administrative Committee is responsible for the general administration and
management of the Plan and shall have all powers and duties necessary to
fulfill its responsibilities, including, but not limited to, the discretion to
interpret and apply the Plan and to determine all questions relating to
eligibility for benefits.  The
Administrative Committee and all Plan fiduciaries shall have the discretion to
interpret or construe ambiguous, unclear, or implied (but omitted) terms in any
fashion they deem to be appropriate in their sole and absolute discretion, and
to make any findings of fact needed in the administration of the Plan.  The validity of any such interpretation,
construction, decision, or finding of fact shall not be given de


 


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novo
review if challenged in court, by arbitration, or in any other forum, and shall
be upheld unless clearly arbitrary or capricious.


 


(b)           Finality of Determinations.


 


Unless
arbitrary and capricious, all actions taken and all determinations by the
Administrative Committee or by Plan fiduciaries will be final and binding on
all persons claiming any interest in or under the Plan.  To the extent the Administrative Committee or
any Plan fiduciary has been granted discretionary authority under the Plan, the
Administrative Committee’s or Plan fiduciary’s prior exercise of such authority
shall not obligate it to exercise its authority in a like fashion thereafter.


 


(c)           Drafting Errors.


 


If,
due to errors in drafting, any Plan provision does not accurately reflect its
intended meaning, as demonstrated by consistent interpretations or other
evidence of intent (by Semtech or the Administrative Committee, as the case may
be), or as determined by the Administrative Committee in its sole and absolute
discretion, the provision shall be considered ambiguous and shall be
interpreted by the Administrative Committee and all Plan fiduciaries in a
fashion consistent with its intent, as determined in the sole and absolute
discretion of the Administrative Committee (but with regard to the intent of
Semtech as settlor).


 


(d)           Scope.


 


This
Section may not be invoked by any person to require the Plan to be interpreted
in a manner inconsistent with its interpretation by the Administrative
Committee or other Plan fiduciaries.


 


11.           COSTS,
INDEMNIFICATION, AND REIMBURSEMENT FOR LITIGATION EXPENSES.


 


(a)           All costs of administering
the Plan and providing Plan benefits will be paid by Semtech.


 


(b)           To the extent permitted by
applicable law and in addition to any other indemnities or insurance provided
by Semtech, Semtech shall indemnify and hold harmless its (and its affiliates’)
current and former officers, directors, and employees against all expenses,
liabilities, and claims (including legal fees incurred to defend against such
liabilities and claims) arising out of their discharge in good faith of their
administrative and fiduciary responsibilities with respect to the Plan.  Expenses and liabilities arising out of
willful misconduct will not be covered under this indemnity.


 


12.           PLAN
AMENDMENT AND TERMINATION; LIMITATION ON EMPLOYEE RIGHTS.


 


(a)           Semtech, acting through its
Board of Directors or its delegate, has the right in its sole and absolute
discretion to amend or terminate the Plan prospectively.  The Plan shall automatically terminate on the
fifth anniversary of the Effective Date, unless (i) 


 


11

















 


extended by Semtech’s Board of Directors or (ii) sooner terminated
pursuant to the preceding sentence.


 


(b)           Notwithstanding anything to
the contrary contained herein, the Administrative Committee shall have the
authority, in its sole discretion, to amend the provisions of Section 7(c) to
the extent that it determines in its sole discretion that such modification is
required by or in connection with implementation of Section 954 of the 2010
CPA.  The Administrative Committee need
not seek Participant consent with respect to any such amendment; however, to
the extent that the Administrative Committee does seek written consent any Participant
who does not consent in writing to the amendment within a reasonable timeframe
required by the Administrative Committee shall immediately cease to be a
Participant and shall permanently forfeit all Plan benefits.


 


(c)           Notwithstanding the
provisions of Section 12(a), any amendment or termination of the Plan (other
than pursuant to Section 12(b)) that occurs within a Change in Control Window
(including on account of the fifth anniversary of the Effective Date), shall
not apply to any Participant until the later of (i) the expiration of such
Change in Control Window or (ii) three months after the Administrative
Committee provides the Participant with written notice of such amendment or
termination; provided, however, an amendment or termination of the Plan
that occurs within a Change in Control Window may take immediate effect with
respect to each Participant who (a) consents individually and in writing to the
amendment or termination or (b) is not adversely affected by such
amendment or termination.


 


Notwithstanding
anything to the contrary contained in this Plan, any decision or interpretation
that is made either during a Change in Control Window or pursuant to this
subparagraph (c) shall be subject to judicial review under a de novo
standard, and not under the arbitrary and capricious standard that is generally
intended to apply (and shall apply) to all other Plan determinations and
interpretations.


 


(d)           This Plan shall not give any
employee the right to be retained in the service of Semtech or an Affiliate,
and shall not interfere with or restrict the right of Semtech or an Affiliate
to discharge or retire an employee for any lawful reason.


 


13.           COMPLIANCE
WITH CODE SECTION 409A.  To the extent applicable, it is intended that
this Plan comply with the provisions of Section 409A.  The Plan will be administered and interpreted
in a manner consistent with this intent and any provision of this Plan that
would cause any payment to be made to a Participant that would be subject to
the additional taxes imposed by Section 409A (the “Additional Taxes”) will have no force and effect until amended
such that the payment will not be subject to the Additional Taxes, if such an
amendment is possible (which amendment may be retroactive to the extent
permitted by Section 409A).  In the event
any payment under this Plan is not made by application of the previous
sentence, Semtech shall use commercially reasonable efforts to pay an
equivalent amount to such Participant in a manner that will not subject such
payment to the Additional Taxes. 
Notwithstanding anything contained herein to the contrary, a Participant
shall not be considered to have terminated employment with Semtech or an
Affiliate for purposes of this Plan and no payments shall be due to a
Participant under this Plan which are payable upon such Participant’s
termination of employment unless such Participant would be considered to have
incurred a “separation from service” from Semtech or an Affiliate (as
applicable) within the meaning of


 


12

















 


Section 409A. 
To the extent required in order to avoid accelerated taxation or the
imposition of additional taxes under Section 409A, amounts that would otherwise
be payable and benefits that would otherwise be provided pursuant to this Plan
during the six-month period immediately following a Participant’s separation
from service shall instead be paid on the first business day after the date
that is six months following such Participant’s separation from service (or
upon such Participant’s death, if earlier). 
In addition, each amount to be paid or benefit to be provided to a
Participant pursuant to this Plan shall be construed as a separate identified
payment for purposes of Section 409A.


 


14.           GOVERNING
LAW.


 


(a)           This Plan is a welfare plan
subject to ERISA, and it shall be interpreted, administered, and enforced in
accordance with that law.  To the extent
that state law is applicable, this Plan shall be governed by, and construed in
accordance with, the laws of the State of California, regardless of the law
that might be applied under applicable principles of conflicts of law.


 


(b)           Although this Plan is a
welfare plan, if it is ever determined to be a pension plan within the meaning
of ERISA, it shall be an unfunded arrangement maintained primarily for the
purpose of providing deferred compensation to a select group of management or
highly compensated executive officers, which is exempt from Parts 2, 3, and 4
of Title I of ERISA (i.e., a “top
hat plan”).  If, notwithstanding the foregoing,
this Plan ever is determined to be a pension plan that is not a non-top hat
pension plan, this Plan shall be invalid and of no force and effect,
retroactive to its adoption date and no Plan benefits shall exist or ever be
payable.


 


15.           MISCELLANEOUS.


 


(a)           Any failure by Semtech or a
Participant to enforce any provision or provisions of this Plan shall not in
any way be construed as a waiver of any such provision or provisions, nor
prevent either Semtech or a Participant from thereafter enforcing each and
every other provision of this Plan.  The
rights granted Semtech or a Participant herein are cumulative and shall not
constitute a waiver of either Semtech’s or a Participant’s right to assert all
other legal remedies available to it under the circumstances.


 


(b)           Each Participant agrees upon
request to execute any further documents or instruments necessary or desirable
to carry out the purposes or intent of this Plan.


 


(c)           Except as provided in
Section 14(b), if any provision of this Plan shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired.


 


(d)           Semtech will withhold
federal, state and local taxes and other required payroll deductions and
amounts from any benefit payments made under the Plan to the extent it
determines it is required to do so.


 


(e)           Where the context so
indicates, the singular will include the plural and vice versa.  Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of the
Plan.  Unless the context clearly
indicates to the contrary, a


 


13

















 


reference to a statute or
document shall be construed as referring to any subsequently enacted, adopted,
or executed counterpart.


 


16.           OTHER
INFORMATION.


 


(a)           Type of Plan.


 


This
is a welfare plan.


 


(b)           Plan Number.


 


The
Plan Number assigned by Semtech is 502.


 


(c)           Addresses, etc.


 


Semtech’s
address, telephone number, and employer identification number are as follows:


 


Semtech
Corporation

Attention:  General Counsel

200 Flynn Road


Camarillo,
CA 93012


 


Telephone:  (805) 498-2111


 


EIN:  95-2119684


 


(d)           Plan Year.


 


The
Plan’s Plan Year is the Calendar year.


 


(e)           Agent for Service of Legal
Process.


 


Semtech’s
General Counsel is the Plan’s agent for service of legal process.


 


(f)            Funding.


 


The
Plan is funded out of Semtech’s general assets.


 


(g)           Plan Amendment or
Termination.


 


Semtech
has reserved the right to amend and terminate the Plan as set forth herein.


 


17.           STATEMENT
OF ERISA RIGHTS.


 


As
a participant in this Semtech Corporation Executive Change in Control Retention
Plan you are entitled to certain rights and protections under the Employee
Retirement Income Security Act of 1974 (as noted above, ERISA). ERISA provides
that all Plan participants shall be entitled to:


 


14

















 


(a)           Receive Information About
Your Plan and Benefits


 


Examine,
without charge, all documents governing the Plan, and a copy of insurance
contracts and the latest annual report (Form 5500 Series), if any, filed by the
Plan with the U.S. Department of Labor and available at the Public Disclosure
Room of the Employee Benefits Security Administration and at Semtech’s
corporate office and other specified locations without charge.


 


Obtain,
upon written request to the Administrative Committee, copies of documents
governing the operation of the plan, including insurance contracts and copies
of the latest annual report (Form 5500 Series), if any, and an updated summary
plan description. The Administrative Committee may make a reasonable charge for
the copies.


 


Receive
a summary of the Plan’s annual financial report, if any. The Plan administrator
is required by law to furnish each participant with a copy of this summary
annual report, if any.


 


(b)           Prudent Actions by Plan
Fiduciaries


 


In
addition to creating rights for Plan participants ERISA imposes duties upon the
people who are responsible for the operation of the Plan. The people who operate
your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and
in the interest of you and other Plan participants and beneficiaries. No one,
including your employer or any other person, may fire you or otherwise
discriminate against you in any way to prevent you from obtaining a welfare
benefit or exercising your rights under ERISA.


 


(c)           Enforce Your Rights


 


If
your claim for a welfare benefit is denied or ignored, in whole or in part, you
have a right to know why this was done, to obtain copies of documents relating
to the decision without charge, and to appeal any denial, all within certain
time schedules.


 


Under
ERISA, there are steps you can take to enforce the above rights. For instance,
if you request a copy of Plan documents or the latest annual report, if any,
from the Plan and do not receive them within 30 days, you may file suit in a
Federal court. In such a case, the court may require the Plan administrator to
provide the materials and pay you up to $110 a day until you receive the
materials, unless the materials were not sent because of reasons beyond the
control of the administrator. If you have a claim for benefits which is denied
or ignored, in whole or in part, you may file suit in a state or Federal court.
In addition, if you disagree with the Plan’s decision or lack thereof
concerning the qualified status of a domestic relations order or a medical
child support order, you may file suit in Federal court.  If it should happen that Plan fiduciaries
misuse the Plan’s money, or if you are discriminated against for asserting your
rights, you may seek assistance from the U.S. Department of Labor, or you may
file suit in a Federal court. The court will decide who should pay court costs
and legal fees. If you are successful the court may order the person you have
sued to pay these costs and fees. If you lose, the court may order you to pay
these costs and fees, for example, if it finds your claim is frivolous.


 


15

















 


(d)           Assistance with Your
Questions


 


If
you have any questions about your Plan, you should contact the Plan
administrator. If you have any questions about this statement or about your
rights under ERISA, or if you need assistance in obtaining documents from the
Plan administrator, you should contact the nearest office of the Employee
Benefits Security Administration, U.S. Department of Labor, listed in your
telephone directory or the Division of Technical Assistance and Inquiries,
Employee Benefits Security Administration, U.S. Department of Labor, 200
Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain
publications about your rights and responsibilities under ERISA by calling the
publications hotline of the Employee Benefits Security Administration or by
visiting its website (http://www.dol.gov/ebsa/).


 


18.           WHOM TO
CALL FOR ADDITIONAL INFORMATION.


 


If
you have any questions, please contact the Administrative Committee.


 


16
















 


SEMTECH CORPORATION

EXECUTIVE CHANGE IN CONTROL RETENTION PLAN


 






 


Appendix 1


 


Form of Release
Agreement


 






 


17

















 


GENERAL RELEASE AGREEMENT


 


In
order to settle as fully as possible all known and unknown claims [Name of
Executive] (Former Executive), might have against Semtech Corporation (Company)
and all related parties, the Company and Former Executive agree as follows:


 


(a)                                  Consideration:  Former
Executive will receive the benefits under the Semtech Corporation Executive
Change in Control Retention Plan that are payable to Former Executive only if
Former Executive becomes bound by this Agreement.  Former Executive agrees to the plan’s
terms.  Plan benefits will not be taken
into account in determining Former Executive’s rights or benefits under any
other program.  The Company will report
any such benefits to tax authorities and withhold taxes from them as it
determines it is required to do.


 


(b)                                  Release:  Former
Executive releases (i.e., give
up) all known and unknown claims that Former Executive presently has against
the Company, all current and former, direct and indirect parents, subsidiaries,
brother-sister companies, and all other affiliates and related partnerships,
joint ventures, or other entities, and, with respect to each of them, their
predecessors and successors; and, with respect to each such entity, all of its
past, present, and future employees, officers, directors, stockholders, owners,
representatives, assigns, attorneys, agents, insurers, employee benefit
programs (and the trustees, administrators, fiduciaries, and insurers of such
programs), and any other persons acting by, through, under or in concert with
any of the persons or entities listed in this section, and their successors,
specifically including Semtech Neuchatel (Released Parties), except claims that
the law does not permit Former Executive to waive by signing this
Agreement.  For example, Former Executive
is releasing all common law contract, tort, or other claims Former Executive
might have, as well as all claims Former Executive might have under the Age
Discrimination in Employment Act (ADEA), the Worker Adjustment &
Retraining Notification Act (WARN Act), Title VII of the Civil Rights Act of
1964, Sections 1981 and 1983 of the Civil Rights Act of 1866, the Americans
With Disabilities Act (ADA), the Employee Retirement Income Security Act of
1974 (ERISA), and any similar domestic or foreign laws, such as the California
Fair Employment and Housing Act, California Labor Code Section 200 et
seq., and any applicable California Industrial Welfare Commission order.


 


Former
Executive expressly waives the protection of Section 1542 of the Civil
Code of the State of California, which states that:


 


A
general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release,
which if known by him or her must have materially affected his or her
settlement with the debtor.


 


(c)                                  Claims Not Released:  Notwithstanding anything to the contrary
contained herein, Former Executive is not releasing any claims Former Executive
might have to (a) vested benefits under any of the Company’s employee
benefit plans (including the Company’s equity incentive plans),
(b) participate in Company medical, dental, life insurance, or other
benefit plans, or (c) indemnification rights (under the Company’s bylaws,
the California Labor Code, 


 


18

















 


any written agreement between the Company and
Former Executive and any rights Former Executive has as a shareholder or former
shareholder of the Company).


 


(d)                                  Applicable Law:  This
agreement is governed by [Federal law and the laws of California].


 


(e)                                  Representations and Promises:  The Company and Former Executive acknowledge
and agree that:


 


(i)                                     Complete Agreement: 
Except as specifically provided in Section (c), this Agreement is
the entire agreement relating to any claims or future rights that Former
Executive might have with respect to the Company and the Released Parties.  Once in effect, this Agreement is a legally
admissible and binding agreement.  It
shall not be construed strictly for or against Former Executive, the Company,
or any Released Party.


 


(ii)                                  Amendments:  This
Agreement only may be amended by a written agreement that the Company and
Former Executive both sign.


 


(iii)                               Representations:  When
Former Executive decided to sign this Agreement, Former Executive was not
relying on any representations that are not in this Agreement.  The Company would not have agreed to pay the
consideration Former Executive is getting in exchange for this Agreement but
for the representations and promises Former Executive is making by signing
it.  Former Executive has not suffered
any job-related wrongs or injuries, such as any type of discrimination, for
which Former Executive might still be entitled to compensation or relief now or
in the future.  Former Executive has been
paid all wages, compensation, benefits, and other amounts that the Company or
any Released Party should have paid Former Executive in the past.


 


(iv)                              No Wrongdoing:  This
Agreement is not an admission of wrongdoing by the Company or any other
Released Party; neither it nor any drafts shall be admissible evidence of
wrongdoing.


 


(v)                                 Unknown Claims:  Former
Executive is intentionally releasing claims that Former Executive does not know
that Former Executive might have and that, with hindsight, Former Executive
might regret having released.  Former
Executive has not assigned or given away any of the claims Former Executive is
releasing.


 


(vi)                              Effect of Void Provision:  If the Company or Former Executive
successfully asserts that any provision in this Agreement is void, the rest of
the Agreement shall remain valid and enforceable unless the other party to this
Agreement elects to cancel it.  If this
Agreement is cancelled, Former Executive will repay the consideration Former
Executive received for signing it.


 


(vii)                           Consideration of Agreement:  If Former Executive initially did not think
any representation Former Executive is making in this Agreement was true or if
Former Executive initially was uncomfortable making it, Former Executive
resolved all of Former Executive’s doubts and concerns before signing this
Agreement.  Former Executive represents that
Former Executive has carefully read this Agreement, Former Executive fully
understands 


 


19

















 


what it means, Former Executive is entering into it
knowingly and voluntarily, and all Former Executive’s representations in it are
true.  The consideration period described
in the box above Former Executive’s signature started when Former Executive
first was given this Agreement [; Former Executive acknowledges that
Former Executive also was given employment termination program census data at
that time].  Former Executive waives any
right to have this consideration period restarted or extended by any subsequent
changes to this Agreement.


 


(viii)                        Agreement to be Confidential:  Former Executive has not disclosed and will
never disclose the underlying facts that led up to the settlement evidenced by
this Agreement, or the terms, amount, or existence of that settlement or this
Agreement, to anyone other than a member of Former Executive’s immediate family
or Former Executive’s attorney or other professional advisor and, even as to
such a person, only if the person agrees to honor this confidentiality
requirement.  Such a person’s violation
of this confidentiality requirement shall be treated as a violation by Former
Executive.  This subsection does not
prohibit disclosures to the extent necessary legally to enforce this Agreement
or to the extent required by law (but only if Former Executive notifies the
Company of a disclosure obligation or request within one day after Former
Executive learns of it and permits the Company to take all steps it deems to be
appropriate to prevent or limit the required disclosure).  The parties agree that a copy of this
Agreement may be required to be filed with the Securities and Exchange Commission.


 


(ix)                                Return of Company Property:  Former Executive represents that Former
Executive has returned to the Company all files, memoranda, documents, records,
copies of the foregoing, Company-provided credit cards, keys, building passes,
security passes, access or identification cards, and any other property of the
Company or any Released Party in Former Executive’s possession or control.  Former Executive has cleared all expense
accounts, repaid everything Former Executive owes to the Company or any
Released Party, paid all amounts Former Executive owes on Company-provided
credit cards or accounts (such as cell phone accounts), and canceled or
personally assumed any such credit cards or accounts.


 


(x)                                   Nondisparagement: 
Former Executive agrees not to criticize, denigrate, or otherwise
disparage the Company, any other Released Party, or any of their products,
processes, experiments, policies, practices, standards of business conduct, or
areas or techniques of research. 
However, nothing in this subsection shall prohibit Former Executive from
complying with any lawful subpoena or court order or taking any other actions
affirmatively authorized by law.


 


(f)                                    Employment Termination:  Former Executive’s employment with the
[Company] ended on
[                  ].


 


YOU MAY NOT MAKE ANY CHANGES TO THE TERMS OF THIS
AGREEMENT.  BEFORE SIGNING THIS
AGREEMENT, READ IT CAREFULLY, AND THE COMPANY SUGGESTS THAT YOU DISCUSS IT WITH
YOUR ATTORNEY AT YOUR OWN EXPENSE.  TAKE
AS MUCH TIME AS YOU NEED TO CONSIDER THIS AGREEMENT BEFORE DECIDING WHETHER TO
SIGN IT, UP TO [21/45] DAYS.  BY SIGNING
IT YOU WILL BE WAIVING YOUR KNOWN AND UNKNOWN CLAIMS.


 


20

















 


                                
IS THE DEADLINE FOR YOU TO DELIVER A SIGNED COPY OF THIS AGREEMENT TO                                 
AT                                  
..  IF YOU FAIL TO DO SO, YOU WILL NOT
RECEIVE THE SPECIAL PAYMENTS OR BENEFITS DESCRIBED IN IT.


 


YOU MAY REVOKE THIS AGREEMENT IF YOU REGRET HAVING
SIGNED IT.  TO DO SO, YOU MUST DELIVER A
WRITTEN NOTICE OF REVOCATION TO                               
AT
                               
BEFORE SEVEN 24-HOUR PERIODS EXPIRE FROM THE TIME YOU SIGNED IT.  IF YOU REVOKE THIS AGREEMENT, IT WILL
NOT GO INTO EFFECT AND YOU WILL NOT RECEIVE THE SPECIAL PAYMENTS OR BENEFITS
DESCRIBED IN IT.


 


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Former
  Executive

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Company

  



 


21