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                                                                     EXHIBIT 4.1

                              SEMTECH CORPORATION

                     Non-Director and Non-Executive Officer
                         Long-Term Stock Incentive Plan
                   (Amended and Restated as of March 1, 2001)


1.   The Plan

(a)  Purpose. The purpose of this Non-Director and Non-Executive Officer Long-
Term Stock Incentive Plan (the "Plan") is to promote the longer-term financial
success of Semtech Corporation (the "Company") by providing a means to attract,
retain and award individuals who can and do contribute to such success. By using
stock-based compensation, the recipients of awards under the Plan will further
identify their interests with those of the Company's stockholders.

(b)  Effective Date. To serve this purpose, the Plan will become effective upon
its approval by the Board of Directors of the Company (the "Board").

2.   Administration

(a)  Committee. The Plan shall be administered by a Committee, appointed by the
Board. Notwithstanding the foregoing, the Board may assume, at its sole
discretion, administration of the Plan. The administrator of the Plan, whether a
committee of the Board or the full Board, is referred to herein as the "Plan
Administrator."

(b)  Powers and Authority. The Plan Administrator's powers and authority
include, but are not limited to, selecting individuals who are (1) employees of
the Company or any subsidiary of the Company or other entity in which the
Company has a significant equity or other interest as determined by the Plan
Administrator, and (2) not executive officers or directors of the Company
("Eligible Participants"); determining the types and terms and conditions of all
awards granted, including performance and other earnout and/or vesting
contingencies; permitting transferability of awards to third parties;
interpreting the Plan's provisions; and administering the Plan in a manner that
is consistent with its purpose.

(c)  Award Prices. For Plan purposes, all stock options, warrants and stock
appreciation rights shall have an exercise price which shall reflect the average
traded price of a share of the Company's common stock, par value $.01 per share
("Common Stock"), on the date as determined by the Plan Administrator, or if the
Common Stock is not traded on such date, the average price on the next preceding
day on which such Common Stock is traded. The applicable date shall be the date
on which the award is granted.
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3.   Shares Subject to Plan

(a)  Maximum Shares Available for Delivery. Subject to Section 3(c), the maximum
number of shares of Common Stock that may be delivered to participants and their
beneficiaries under the Plan shall be equal to 8,000,000/1/ shares of Common
Stock. Collectively the shares of Common Stock subject to this Plan are referred
to herein as "Shares." In addition, any Shares granted under the Plan which are
forfeited back to the Company because of the failure to meet an award
contingency or condition shall again be available for delivery pursuant to new
awards granted under the Plan. Any Shares covered by an award (or portion of an
award) granted under the Plan, which is forfeited or canceled, expires or is
settled in cash, shall be deemed not to have been delivered for purposes of
determining the maximum number of Shares available for delivery under the Plan.
Likewise, if any stock option is exercised by tendering Shares, either actually
or by attestation, to the Company as full or partial payment in connection with
the exercise of a stock option under this Plan or any prior plan of the Company,
only the number of Shares issued net of the Shares tendered shall be deemed
delivered for purposes of determining the maximum number of Shares available for
delivery under the Plan. Further, Shares issued under the Plan through the
settlement, assumption or substitution of outstanding awards or obligations to
grant future awards as a condition of the Company acquiring another entity shall
not reduce the maximum number of Shares available for delivery under the Plan.

(b)  Other Plan Limits. Subject to Section 3(c), the following additional
maximums are imposed under the Plan. No Shares may be covered by stock options
intended to comply with Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), ("Incentive Stock Options"). The maximum number of Shares
that may be issued in conjunction with awards granted pursuant to Section 4(d)
shall be 150,000 The maximum number of Shares that may be covered by awards
granted to any one individual pursuant to Sections 4(b) and 4(c) shall be
100,000 during any consecutive three calendar years. The maximum payment that
can be made for awards granted to any one individual pursuant to Sections 4(d)
and 4(e) shall be $2,500,000 for any single or combined performance goals
established for a specified period. If a payment under Sections 4(d) or 4(e) is
made in Shares, the value of such Shares for determining this maximum individual
payment amount will be the closing price of a Share on the first day of the
applicable performance period. A specified performance period for purposes of
this performance goal payment limit shall not exceed a sixty (60) consecutive
month period.

(c)  Payment Shares. Subject to the overall limitation on the number of Shares
that may be delivered under the Plan, the categories of Eligible Participants
and the other
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/1/ This number was originally 1,000,000, but has been restated here to give
effect to (a) the Company's two two-for-one stock splits, effected as stock
dividends, which were effective on August 30, 1999 and September 5, 2000, and
(b) an increase of 4,000,000 Shares authorized by the Board on March 1, 2001.

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limitations set forth in Section 3(b), the Plan Administrator may use available
Shares as the form of payment for compensation, grants or rights earned or due
under any other compensation plans or arrangements of the Company, including the
plan of any entity acquired by the Company.

(d)  Adjustments for Corporate Transactions.  The Plan Administrator may
determine that:

     (i) In the event that the outstanding shares of Common Stock of the Company
are changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of any recapitalization, reclassification,
stock split, stock dividend, combination or subdivision, appropriate adjustment
shall be made in the number of shares available under the Plan and under any
stock awards granted under the Plan.  Such adjustment to outstanding stock
awards shall be made without change in the total price applicable to the
unexercised portion of such awards, and a corresponding adjustment in the
applicable exercise price per share shall be made.  No such adjustment shall be
made which would, within the meaning of any applicable provisions of the Code,
constitute a modification, extension or renewal of any award or a grant of
additional benefits to the holder of an award.

     (ii) In case (A) the Company is merged or consolidated with another
corporation or other entity and the Company is not the surviving corporation,
(B) all or substantially all of the assets or more than 50% of the outstanding
voting stock of the Company is acquired by any other corporation or other entity
or (C) of a reorganization or liquidation of the Company, the Plan Administrator
or the governing body of any entity assuming the obligations of the Company,
shall, as to outstanding awards, either (x) make appropriate provision for the
protection of any such outstanding awards by the substitution on an equitable
basis of appropriate stock of the Company, or of the merged, consolidated or
otherwise reorganized corporation which will be issuable in respect of the
shares of Common Stock of the Company, provided that no additional benefits
shall be conferred upon participants as a result of such substitution, and the
excess of the aggregate fair market value of the shares subject to the awards
immediately after such substitution over the purchase price thereof is not more
than the excess of the aggregate fair market value of the shares subject to the
award immediately before such substitution over the purchase price thereof, or
(y) upon written notice to the participants, provide that all unexercised awards
must be exercised within a specified number of days of the date of such notice
or they will be terminated.  In any such case, the Plan Administrator may, in
its discretion, accelerate the exercise dates of outstanding awards; provided,
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however, that subsections (iii) and (iv) of this paragraph (d) shall govern
acceleration of awards with respect to the events described therein.

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     (iii)  In case of (A) any consolidation or merger involving the Company if
the shareholders of the Company immediately before such merger or consolidation
do not own, directly or indirectly, immediately following such merger or
consolidation, more than fifty percent (50%) of the combined voting power of the
outstanding voting securities or interests of the corporation (or its parent
corporation) or other entity resulting from such merger or consolidation in
substantially the same proportion as their ownership of the shares of Common
Stock immediately before such merger or consolidation; (B) any sale, lease,
license, exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the business and/or assets of the
Company or assets representing over 50% of the operating revenue of the Company;
or (C) any person (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act who is not, on September 30, 1999, a "controlling person" (as
defined in Rule 405 promulgated under the Securities Act of 1933, as amended) (a
"Controlling Person") of the Company shall become (x) the beneficial owner
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of over
50% of the Company's outstanding Common Stock or the combined voting power of
the Company's then outstanding voting securities entitled to vote generally or
(y) a Controlling Person of the Company, all outstanding awards, regardless of
the date of grant of such awards, shall immediately become exercisable with
respect to 100% of the Shares subject to such awards.  This paragraph 3(d)(iii)
shall apply only to awards granted prior to December 21, 2000.

     (iv) In the event of the termination without cause of a participant within
one year following a Change in Control (as defined below) or a Constructive
Termination (as defined below) of a participant, all outstanding awards,
regardless of the date of grant of such awards, shall immediately become
exercisable with respect to 100% of the Shares subject to such awards.

     For purposes of this paragraph 3(d)(iv), "Constructive Termination" shall
mean participant's voluntary termination within one year following participant's
knowledge of the occurrence of any of the following: (A) a reduction in
participant's base salary after a "Change in Control" (as defined below) from
that in effect immediately prior to the Change in Control; or (B) a material or
substantial reduction or change in job duties, responsibilities and requirements
after a Change in Control from participant's prior duties, responsibilities and
requirements immediately prior to the Change in Control. Notwithstanding the
foregoing, a termination shall not be treated as a Constructive Termination if
the participant shall have specifically consented in writing to the occurrence
of the event giving rise to the claim of Constructive Termination."

     For purposes of this paragraph 3(d)(iv), "Change in Control" shall mean the
occurrence of any of the following events with respect to the Company: (A) any
consolidation or merger involving the Company if the shareholders of the Company
immediately before such merger or consolidation do not own, directly or
indirectly, immediately following such merger or consolidation, more than fifty
percent (50%) of the combined voting power of the outstanding voting securities
or interests of the corporation (or its parent

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corporation) or other entity resulting from such merger or consolidation in
substantially the same proportion as their ownership of the shares of Common
Stock immediately before such merger or consolidation; (B) any sale, lease,
license, exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the business and/or assets of the
Company or assets representing over 50% of the operating revenue of the Company;
or (C) any person (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) who is not, on December 21, 2000, a Controlling Person of the
Company shall become (x) the beneficial owner (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of over 50% of the Company's outstanding
Common Stock or the combined voting power of the Company's then outstanding
voting securities entitled to vote generally or (y) a Controlling Person of the
Company.

This paragraph 3(d)(iv) shall apply only to awards granted on or after December
21, 2000.


4.  Types of Awards

(a)  General. An award may be granted singularly, in combination with another
award(s) or in tandem whereby exercise or vesting of one award held by a
participant cancels another award held by the participant. Any award granted
under the Plan shall be evidenced by a written agreement in form and substance
satisfactory to the Plan Administrator. These agreements must conform to the
Plan. The Plan Administrator may include such terms, consistent with the Plan,
as it determines in its discretion. Subject to Section 2(c), an award may be
granted as an alternative to or replacement of an existing award under the Plan
or under any other compensation plans or arrangements of the Company, including
the plan of any entity acquired by the Company. The types of awards that may be
granted under the Plan include:

(b)  Stock Option. A stock option represents a right to purchase a specified
number of Shares during a specified period at a price per Share which is no less
than that required by Section 2(c). A stock option may not be in the form of an
Incentive Stock Option and therefore will not qualify for favorable federal tax
treatment. The Shares covered by a stock option may be purchased by means of a
cash payment or such other means as the Plan Administrator may from time to time
permit, including without limitation (i) tendering (either actually or by
attestation) Shares valued using the market price at the time of exercise, (ii)
authorizing a third party to sell Shares (or a sufficient portion thereof)
acquired upon exercise of a stock option and to remit to the Company a
sufficient portion of the sale proceeds to pay for all the Shares acquired
through such exercise and any tax withholding obligations resulting from such
exercise; (iii) crediting toward the purchase price amounts from individuals'
deferred compensation account balances, including accrued dividend equivalent
balances; or (iv) any combination of the above.

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(c)  Stock Appreciation Right. A stock appreciation right is a right to receive
a payment in cash, Shares or a combination, equal to the excess of the aggregate
market price at time of exercise of a specified number of Shares over the
aggregate exercise price of the stock appreciation rights being exercised.

(d)  Stock Award. A stock award is a grant of Shares or of a right to receive
Shares (or their cash equivalent or a combination of both) in the future. Each
stock award shall be subject to such conditions, restrictions and contingencies
as the Plan Administrator shall determine. These may include continuous service
and/or the achievement of performance goals. The performance goals that may be
used by the Plan Administrator for such awards shall consist of cash generation
targets, profit, revenue and market share targets, profitability targets as
measured by return ratios, and shareholder returns. The Plan Administrator may
designate a single goal criterion or multiple goal criteria for performance
measurement purposes with the measurement based on absolute Company or business
unit performances and/or on performance as compared with that of other publicly-
traded companies.

(e)  Cash Award. A cash award is a right denominated in cash or cash units to
receive a payment, which may be in the form of cash, Shares or a combination,
based on the attainment of pre-established performance goals and such other
conditions, restrictions and contingencies as the Plan Administrator shall
determine. The performance goals that may be used by the Plan Administrator for
such awards shall consist of cash generation targets, profits, revenue and
market share targets, profitability targets as measured by return ratios and
shareholder returns. The Plan Administrator may designate a single goal
criterion or multiple goal criteria for performance measurement purposes with
the measurement based on absolute Company or business unit performance and/or on
performance as compared with that of other publicly-traded companies.

(f)  Warrants. A warrant represents a right to purchase a specified number of
Shares during a specified period at a price per Share which is no less than that
required by Section 2(c). A warrant may be in the form of warrant that will
qualify for favorable tax treatment in a foreign jurisdiction. The Shares
covered by a warrant may be purchased by means of a cash payment or such other
means as the Plan Administrator may from time to time permit, including without
limitation (i) tendering (either actually or by attestation) Shares valued using
the market price at the time of exercise, (ii) authorizing a third party to sell
Shares (or a sufficient portion thereof) acquired upon exercise of a warrant and
to remit to the Company a sufficient portion of the sale proceeds to pay for all
the Shares acquired through such exercise and any tax withholding obligations
resulting from such exercise; (iii) crediting toward the purchase price amounts
from individuals' deferred compensation account balances, including accrued
dividend equivalent balances; or (iv) any combination of the above.

5.  Award Settlement and Payments

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(a)  Dividends and Dividend Equivalents. An award may contain the right to
receive dividends or dividend equivalent payments which may be paid currently or
credited to a participant's account. Any such crediting of dividends or dividend
equivalents or reinvestment in Shares may be subject to such conditions,
restrictions and contingencies as the Plan Administrator shall establish,
including the reinvestment of such credited amounts in Share equivalents.

(b)  Payments. Awards may be settled through cash payments, the delivery of
Shares, the granting of awards or combination thereof as the Plan Administrator
shall determine. Any award settlement, including payment deferrals, may be
subject to such conditions, restrictions and contingencies as the Plan
Administrator shall determine. The Plan Administrator may permit or require the
deferral of any award payment, subject to such rules and procedures as it may
establish, which may include provisions for the payment or crediting of
interest, or dividend equivalents, including converting such credits into
deferred Share equivalents.

6.   Plan Amendment and Termination

(a)  Amendments. The Board may amend this Plan as it deems necessary and
appropriate to better achieve the Plan's purpose; provided however, that any
amendment to the Plan which would require approval of the Company's stockholders
under applicable law, or under the rules or guidelines of any exchange or
automatic quotation system on which the Shares are traded or included, then, in
any of such events, such stockholder approval of any such amendment shall also
be obtained.

(b)  Plan Suspensions and Termination. The Board may suspend or terminate this
Plan at any time. Any such suspension or termination shall not of itself impair
any outstanding award granted under the Plan or the applicable participant's
rights regarding such award. If not earlier terminated, this Plan shall
terminate upon the tenth anniversary of the effective date of the Plan. Unless
an earlier termination is specified, awards granted under the Plan shall
terminate upon the tenth anniversary of their date of grant.

7.   Miscellaneous

(a)  No Individual Rights. No person shall have any claim or right to be granted
an award under the Plan. Neither the Plan nor any action taken hereunder shall
be construed as giving any employee or other person any right to continue to be
employed by or to perform services for the Company, any subsidiary or related
entity. The right to terminate the employment of performance of services by any
Plan participant at any time and for any reason is specifically reserved to the
employing entity.

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(b)  Binding Arbitration. Any dispute or disagreement regarding participation
and/or an award recipient's rights under the Plan shall be settled solely by
binding arbitration in accordance with the applicable rules of the American
Arbitration Association.

(c)  Unfunded Plan. The Plan shall be unfunded and shall not create (or be
construed to create) a trust or a separate fund or funds. The Plan shall not
establish any fiduciary relationship between the Company and any participant or
beneficiary of a participant. To the extent any person holds any obligation of
the Company by virtue of an award granted under the Plan, such obligation shall
merely constitute a general unsecured liability of the Company and accordingly
shall not confer upon such person any right, title or interest in any assets of
the Company.

(d)  Other Benefit and Compensation Programs. Unless otherwise specifically
determined by the Plan Administrator, settlements of awards received by
participants under the Plan shall not be deemed a part of a participant's
regular, recurring compensation for purposes of calculating payments or benefits
from any Company benefit plan or severance program. Further, the Company may
adopt other compensation programs, plans or arrangements as it deems
appropriate.

(e)  No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any award, and the Plan Administrator shall determine
whether cash shall be paid or transferred in lieu of any fractional Shares, or
whether such fractional Shares or any rights thereto shall be canceled.

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