1999 Non-Statutory Stock Option Plan



 Exhibit 10.2 
 CYPRESS SEMICONDUCTOR CORPORATION 
 1999 NON-STATUTORY STOCK OPTION PLAN 
 (As amended and restated September 30, 2008) 
 1. Purposes of the Plan. The purposes of this Nonstatutory Stock Option Plan are: 
  

	 	•	 	 to attract and retain the best available personnel for positions of substantial responsibility, 


  

	 	•	 	 to provide additional incentive to Employees and Consultants, and 


  


	 	•	 	 to promote the success of the Company’s business. 


 Options granted under the Plan will be Nonstatutory Stock Options. 
 2. Definitions. As used herein, the following definitions shall apply: 
 (a) “Administrator” means the Board or any of its Committees as shall be administering the Plan, in accordance with
Section 4 of the Plan. 
 (b) “Applicable Laws” means the requirements relating to the administration of
stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction
where Options are, or will be, granted under the Plan. 
 (c) “Board” means the Board of Directors of the
Company. 
 (d) “Code” means the Internal Revenue Code of 1986, as amended. 
 (e) “Committee” means a committee of Directors appointed by the Board in accordance with Section 4 of the Plan.

 (f) “Common Stock” means the Common Stock of the Company. 
 (g) “Company” means Cypress Semiconductor Corporation, a Delaware corporation. 
 (h) “Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render
services to such entity. 
 (i) “Director” means a member of the Board. 
 (j) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code. 







 (k) “Employee” means any person, including Officers, employed by the
Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the
Company, its Parent, any Subsidiary, or any successor. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company. 
 (l) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (m) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: 
 (i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market
trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 
 (ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 
 (iii) In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the
Administrator. 
 (n) “Notice of Grant” means a written or electronic notice evidencing certain terms and
conditions of an individual Option grant. The Notice of Grant is part of the Option Agreement. 
 (o)
“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 
 (p) “Option” means a nonstatutory stock option granted pursuant to the Plan, that is not intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. 
 (q)
“Option Agreement” means an agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. 
 (r) “Option Exchange Program” means a program whereby outstanding options are surrendered in exchange for options with a
lower exercise price. 
 (s) “Optioned Stock” means the Common Stock subject to an Option. 

 

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 (t) “Optionee” means the holder of an outstanding Option granted under
the Plan. 
 (u) “Parent” means a “parent corporation,” whether now or hereafter existing, as
defined in Section 424(e) of the Code. 
 (v) “Plan” means this 1999 Nonstatutory Stock Option Plan.

 (w) “Service Provider” means an Employee, including an Officer, Consultant or Director. 
 (x) “Share” means a share of the Common Stock, as adjusted in accordance with Section 12 of the Plan. 
 (y) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code. 
 3. Stock Subject to the Plan. Subject to the provisions of Section 12 of
the Plan, the maximum aggregate number of Shares that may be authorized for issuance under the Plan is 30,016,609 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. 
 If an Option expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option Exchange
Program, the unpurchased Shares that were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). 
 4. Administration of the Plan. 
 (a) Administration. The Plan
shall be administered by (i) the Board or (ii) a Committee, which committee shall be constituted to satisfy Applicable Laws. 
 (b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator
shall have the authority, in its discretion: 
 (i) to determine the Fair Market Value of the Common Stock; 
 (ii) to select the Service Providers to whom Options may be granted hereunder; 
 (iii) to determine whether and to what extent Options are granted hereunder; 
 (iv) to determine the number of shares of Common Stock to be covered by each Option granted hereunder; 
 (v) to approve forms of agreement for use under the Plan; 
  


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 (vi) to determine the terms and conditions, not inconsistent with the terms of the Plan,
of any award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any Option or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; 
 (vii) to reduce the exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stock
covered by such Option shall have declined since the date the Option was granted; 
 (viii) to institute an Option Exchange
Program; 
 (ix) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan; 
 (x) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under foreign tax laws; 
 (xi) to modify or amend each
Option (subject to Section 14(b) of the Plan), including the discretionary authority to extend the post-termination exercisability period of Options longer than is otherwise provided for in the Plan; 
 (xii) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option previously
granted by the Administrator; 
 (xiii) to determine the terms and restrictions applicable to Options; 
 (xiv) to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon
exercise of an Option that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be
determined. All elections by an Optionee to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; and 
 (xv) to make all other determinations deemed necessary or advisable for administering the Plan. 
 (c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations
shall be final and binding on all Optionees and any other holders of Options. 
 5. Eligibility. Options may be granted to Service
Providers; provided, however, that notwithstanding anything to the contrary contained in the Plan, Options may not be granted to Officers and Directors. 
  

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 6. Limitation. Neither the Plan nor any Option shall confer upon an Optionee any right with
respect to continuing the Optionee’s relationship as a Service Provider with the Company, nor shall they interfere in any way with the Optionee’s right or the Company’s right to terminate such relationship at any time, with or without
cause. 
 7. Term of Plan. The Plan shall become effective upon its adoption by the Board. It shall continue in effect for
ten (10) years, unless sooner terminated under Section 14 of the Plan. 
 8. Term of Option. The term of each Option shall
be stated in the Option Agreement. 
 9. Option Exercise Price and Consideration. 
 (a) Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined
by the Administrator. 
 (b) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator
shall fix the period within which the Option may be exercised and shall determine any conditions that must be satisfied before the Option may be exercised. 
 (c) Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. Such consideration may consist entirely of:

 (i) cash; 
 (ii) check; 
 (iii) promissory note; 
 (iv) other Shares which (A) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than
six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised; 
 (v) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan;

 (vi) a reduction in the amount of any Company liability to the Optionee, including any liability attributable to the
Optionee’s participation in any Company-sponsored deferred compensation program or arrangement; 
 (vii) such other
consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or 
 (viii) any
combination of the foregoing methods of payment. 
  

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 10. Exercise of Option. 
 (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable according to the
terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. An Option may not be exercised for a fraction of a Share. 
 An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the
Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the
Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is
prior to the date the Shares are issued, except as provided in Section 12 of the Plan. 
 Exercising an Option in any
manner shall decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. 
 (b) Termination of Relationship as a Service Provider. If an Optionee ceases to be a Service Provider, other than upon the
Optionee’s death or Disability, the Optionee may exercise his or her Option, but only within such period of time as is specified in the Option Agreement, and only to the extent that the Option is vested on the date of termination (but in no
event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for three (3) months following the Optionee’s
termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or
her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 
 (c) Disability of Optionee. If an Optionee ceases to be a Service Provider as a result of the Optionee’s Disability, the Optionee may exercise his or her Option within such period of time as is specified
in the Option Agreement, to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for six (6) months following the Optionee’s termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion
of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 

 

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 (d) Death of Optionee. In the event of the death of an Optionee:

 (i) during the term of the Option who is at the time of his or her death a Service Provider of the Company and who
shall have been a Service Provider since the date of grant of the Option, the Option may be exercised, at any time within six (6) months following the date of death, by the Optionee’s estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that would have accrued had the Optionee continued living and remained a Service Provider for twelve (12) months after the date of death; or

 (ii) within thirty (30) days after the Optionee ceases to be a Service Provider, the Option may be exercised, at any
time within six (6) months following the date of death, by the Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at
the date of termination. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 
 11. Non-Transferability of Options. Unless determined otherwise by the Administrator, an Option may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. If the Administrator makes an Option transferable,
such Option shall contain such additional terms and conditions as the Administrator deems appropriate. 
 12.
Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale. 
 (a) Changes in
Capitalization. Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Option, and the number of shares of Common Stock which have been authorized for issuance under
the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share of Common Stock covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without
receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class,
or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option. 
  

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 (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator may, in the exercise of its sole discretion in such instances, declare that any such Option shall terminate as of a date fixed by the Board and give each Optionee the right to exercise his or her Option
as to all or any part of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. 
 (c) Merger or Asset Sale. In the event of a merger of the Company with or into another corporation, or the sale of substantially all of the assets of the Company, each outstanding Option shall be assumed or an equivalent option or
right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option, the Optionee shall fully vest in and have the right to
exercise the Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Administrator shall notify the Optionee in writing or electronically that the Option shall be fully vested and exercisable for a period of thirty (30) days from the date of such notice, and the Option shall terminate upon
the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or sale of assets, the option or right confers the right to purchase or receive, for each Share of Optioned Stock,
immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale of assets is
not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock
to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets. 
 13. Date of Grant. The date of grant of an Option shall be, for all purposes, the date on which the Administrator makes the determination granting
such Option, or such other later date as is determined by the Administrator. Notice of the determination shall be provided to each Optionee within a reasonable time after the date of such grant. 
 14. Amendment and Termination of the Plan. 
 (a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan. 
 (b) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall
impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not affect the
Administrator’s ability to exercise the powers granted to it hereunder with respect to options granted under the Plan prior to the date of such termination. 
  

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 15. Conditions Upon Issuance of Shares. 
 (a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. 
 (b) Investment Representations. As a condition to the exercise of an Option the Company may require the person exercising such
Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required. 
 16. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained. 
 17. Reservation of Shares. The Company, during
the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 
  

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