**Exhibit 10.7**

**QUICKLOGIC CORPORATION**

**1999 STOCK PLAN**

**RESTRICTED STOCK PURCHASE AGREEMENT**

Unless otherwise definedherein, the terms defined in the 1999 Stock Plan (the “Plan”) will have thesame defined meanings in this Restricted Stock Purchase Agreement (the “Agreement”).

# **I.              NOTICEOF GRANT OF STOCK PURCHASE RIGHT**

QuickLogic Corporation ispleased to inform you that you, the undersigned Purchaser, has been granted aright to purchase Restricted Stock (hereinafter referred to as the “Shares”) ofthe Company, subject to the terms and conditions of the Plan and thisAgreement, as follows:

# NOTICE OF GRANT

| **Purchaser:**                          |   |   |
|-----------------------------------------|--------|--------|
| **Grant  Number:**                      |   |   |
| **Board  Notification Date:**           |   |   |
| **Date of  Grant:**                     |   |   |
| **Expiration  Date:**                   |   |   |
| **Vesting  Commencement Date:**         |   |   |
| **Exercise  Price, per Share:**         |   |   |
| **Number  of Shares Granted:**          |   |   |
| ** **                              |   |   |
| **Vesting  Schedule (Check one):** |   |   |

Exerciseand Vesting Schedule: This grant is exercisable immediately,in whole or in part, and the Restricted Stock shall vest on the first opentrading day under the Company’s insider trading policy on or after thescheduled vesting date indicated below (or, if earlier, on March 15 of the yearfollowing the year in which the scheduled vesting date occurs):

1)      25% of the Shares are scheduledto vest twelve months after the Vesting Commencement Date and 1/16 of theShares are scheduled to vest each quarter thereafter, subject to Purchaserremaining a Service Provider through the vesting dates

2)      25% of the shares arescheduled to vest quarterly, subject to the Purchaser remaining a ServiceProvider through the vesting dates

3)      The shares are immediatelyvested upon grant

4)      Other:                                                                                                                                        

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For instance, assume aPurchaser received a stock purchase right to acquire 160 shares on 2/15/06under scheduled vesting date alternative 1, and that the Purchaser exercisedthe purchase right. If the trading window under the Company’s insider tradingpolicy is open on 2/15/07, 5/15/07 and 8/15/07, the Purchaser would vest 40shares on 2/15/07, 10 shares on 5/15/07 and 10 shares on 8/15/07. If thetrading window was closed 3/1/07 and reopened 8/20/07, the Purchaser would vest40 shares on 2/15/07 and 20 shares on 8/20/07.

In these examples, if the Purchaser ceased providingservices to the Company as a director, employee or consultant on 6/1/07, theindividual would have vested in 50 shares in the open trading window scenario,and in 40 shares under the closed trading window scenario.

YOU MUST EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THEEXPIRATION DATE OR IT WILL TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TOPURCHASE THE SHARES.

Non-Transferabilityof Stock Purchase Right.

This Stock Purchase Right may not be transferred inany manner otherwise than by will or by the laws of descent or distribution andmay be exercised during the lifetime of Purchaser only by Purchaser.  The terms of the Plan and this Agreement willbe binding upon the executors, administrators, heirs, successors and assigns ofthe Purchaser.

## 1.     Entire Agreement.  The Plan is incorporated herein byreference.  This Agreement (includingexhibits A-1 to A-4 referenced herein), the Plan and the Investment RepresentationStatement constitute the entire agreement of the parties with respect to thesubject matter hereof and supersede in their entirety all prior undertakingsand agreements of the Company and Purchaser with respect to the subject matterhereof, and may not be modified adversely to the Purchaser’s interest except bymeans of a writing signed by the Company and Purchaser.

By Purchaser’s signature below, Purchaser represents that he or she isfamiliar with the terms and provisions of the Plan, and hereby accepts thisAgreement subject to all of the terms and provisions thereof.  Purchaser has reviewed the Plan and thisAgreement in their entirety, has had an opportunity to obtain the advice ofcounsel prior to executing this Agreement and fully understands all provisionsof this Agreement.  Purchaser agrees toaccept as binding, conclusive and final all decisions or interpretations of theAdministrator upon any questions arising under the Plan or this Agreement.  Purchaser further agrees to notify the Companyupon any change in the residence indicated in the Notice of Grant of StockPurchase Right.

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| PURCHASER        |   |   | QUICKLOGIC CORPORATION |
|------------------|--------|--------|------------------------|
|             |   |   |                   |   |
|             |   |   |                   |   |
|             |   |   | By:                    |   |
| Signature        |   |   |                   |
|             |   |   |                   |   |
|             |   |   | Title:                 |   |
| Print Name       |   |   |                   |
|             |   |   |                   |   |
| Date:            |   |   | Date:                  |   |
|             |   |   |                   |   |
| **ADDRESS:**     |   |   |                   |
| ** **       |   |   |                   |   |
| ** **       |   |   |                   |   |
| ** **       |   |   |                   |   |
| ** **       |   |   |                   |   |
| ** **       |   |   |                   |   |
| **BENEFICIARY:** |   |   |                   |
| ** **       |   |   |                   |   |
| ** **       |   |   |                   |   |
| ** **       |   |   |                   |   |
| Date:            |   |   |                   |   |

Consent of spouse required if other than spouse

Please return this StockPurchase Agreement, Assignment Separate from Certificate, and Joint EscrowInstructions to the General Accounting Manager or Stock Administrator of theCompany.

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**Exhibit A-1. RESTRICTED STOCK PURCHASE AGREEMENTADDENDUM**

# **II.            AGREEMENT**

## 1.     Sale of Stock.  The Company hereby agrees to sell to theindividual named in the Notice of Grant of Stock Purchase Right (the “Purchaser”),and the Purchaser hereby agrees to purchase the number of Shares set forth inthe Notice of Grant of Stock Purchase Right, at the exercise price per shareset forth in the Notice of Grant of Stock Purchase Right (the “Exercise Price”),and subject to the terms and conditions of the Plan, which is incorporatedherein by reference.  In the event of aconflict between the terms and conditions of the Plan and this Agreement, theterms and conditions of the Plan will prevail.

## 2.     Payment of PurchasePrice.  Upon exercise of the StockPurchase Right, Purchaser shall deliver to the Company the aggregate ExercisePrice for the Shares by cash or check, together with any and all withholdingtaxes due in connection with the purchase of the Shares.

## 3.     Repurchase Option.

### (a)   In the event (i) the Purchaser’s continuousstatus as a Service Provider (“Continuous Status”) terminates for any or noreason (including death or Disability and regardless of any appropriate courtfinding such termination unfair or irregular on any basis whatsoever), or (ii)the Purchaser is provided with notice of termination of employment (forany reason and regardless of any appropriate court finding the relatedtermination unfair or irregular on any basis whatsoever) and ceases to provideongoing service to the Company during the notice period, the Company will, inthe period commencing on the earlier of the date ofsuch cessation as a Service Provider or the last date of ongoingservice after receiving a notice of termination of employment  (the  earlier of these dates is referred to hereinas the “Vesting Cessation Date”, as reasonably fixed and determined by theAdministrator) and ending three months later, have an irrevocable, exclusiveoption to repurchase up to that number of Shares which constitute theUnreleased Shares (as defined in Section 4) at the original Exercise Price pershare (the “Repurchase Price”) (the “Repurchase Option”).

### (b)   The Repurchase Option may beexercised by the Company by delivering written notice to the Purchaser or thePurchaser’s executor (with a copy to the Escrow Holder (as defined in Section6)) AND, at the Company’s option, (i) by delivering to the Purchaser or thePurchaser’s executor a check in the amount of the aggregate Repurchase Price,or (ii) by the Company canceling an amount of the Purchaser’s indebtedness tothe Company equal to the aggregate Repurchase Price, or (iii) by a combinationof (i) and (ii) so that the combined payment and cancellation of indebtednessequals such aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate RepurchasePrice in any of the ways described above, the Company will become the legal andbeneficial owner of the Unreleased Shares being repurchased and all rights andinterests therein or relating thereto, and 

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### the Companywill have the right to retain and transfer to its own name the number ofUnreleased Shares being repurchased by the Company.

### (c)   If no cash consideration wasused to pay for the Restricted Stock (for example, if the Shares were purchasedby prior Service), the Repurchase Option will be exercised by the Company bydelivering written notice to the Purchaser or the Purchaser’s executor (with acopy to the Escrow Holder (as defined in Section 6)). Upon delivery of suchnotice, the Company will become the legal and beneficial owner of theUnreleased Shares being repurchased and all rights and interests therein orrelating thereto, and the Company will have the right to retain and transfer toits own name the number of Unreleased Shares being repurchased by the Company.

### (d)   Whenever the Company willhave the right to repurchase the Unreleased Shares hereunder, the Company maydesignate and assign one or more employees, officers, directors or shareholdersof the Company or other persons or organiza­tions to exercise all or a part ofthe Company’s Repurchase Option to purchase all or a part of the UnreleasedShares.  If the Fair Market Value of theUnreleased Shares to be repurchased on the date of such designation orassignment (the “Repurchase FMV”) exceeds the aggregate Repurchase Price of theUnreleased Shares, then each such designee or assignee will pay the Companycash equal to the difference between the Repurchase FMV and the aggregate RepurchasePrice of Unreleased Shares to be purchased.

### (e)   If the Company or itsassignee does not elect to exercise the Repurchase Option conferred above bygiving the requisite notice within three (3) months following Purchaser’sVesting Cessation Date, the Repurchase Option will terminate.

## 4.     Release of Shares FromRepurchase Option.

### (a)   The Repurchase Option shall lapse as theShares vest, as set forth in the Notice of Grant of Stock Purchase Right, orany other duly authorized written agreement between Company and Purchaser.

### (b)    Any of the Shares whichhave not yet been released from the Company’s Repurchase Option are referred toherein as “Unreleased Shares.”

### (c)   The Shares which have beenreleased from the Company’s Repurchase Option will be delivered to thePurchaser at the Purchaser’s request (see Section 6).

## 5.     Restriction on Transfer.  Except for the escrow described in Section 6or transfer of the Shares to the Company or its assignees contemplated by thisAgreement, none of the Shares or any beneficial interest therein will betransferred, encumbered or otherwise disposed of in any way until the releaseof such Shares from the Company’s Repurchase Option in accordance with theprovisions of this Agreement, other than by will or the laws of descent anddistribution.

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## 6.     Escrow of Shares.

### (a)   To ensure the availabilityfor delivery of the Purchaser’s Unreleased Shares upon exercise of theRepurchase Option by the Company, the Purchaser will, upon exercise of theStock Purchase Right, deliver and deposit with an escrow holder designated bythe Company (the “Escrow Holder”) the share certificates representing theUnreleased Shares, together with the Assignment Separate from Certificate (the “StockAssignment”) duly endorsed in blank, attached hereto as Exhibit A-2.  The Unreleased Shares and Stock Assignmentwill be held by the Escrow Holder, pursuant to the Joint Escrow Instructions ofthe Company and Purchaser attached as Exhibit A-3 hereto, until suchtime as the Company’s Repurchase Option expires.

### (b)   The Escrow Holder will not be liable for anyact it may do or omit to do with respect to holding the Unreleased Shares inescrow and while acting in good faith and in the exercise of its judgment.

### (c)   If the Company or anyassignee exercises its Repurchase Option hereunder, the Escrow Holder, uponreceipt of written notice of such option exercise from the proposed transferee,will take all steps necessary to accomplish such transfer.

### (d)   When the Repurchase Optionhas been exercised or expires unexercised or a portion of the Shares has beenreleased from such Repurchase Option, upon Purchaser’s request the EscrowHolder will promptly cause a new certificate to be issued for such releasedShares and will deliver such certificate to the Company or the Purchaser, asthe case may be.

### (e)   Subject to the terms hereof,once the Stock Purchase Right is exercised, the Purchaser will have all therights of a shareholder, and shall be a shareholder when his or her purchase isentered upon the records of the duly authorized transfer agent of the Company,including without limitation, the right to vote the Shares and receive any cashdividends declared thereon.  Noadjustment will be made for a dividend or other right for which the record dateis prior to the date the Stock Repurchase Right is exercised, except asprovided in Section 13 of the Plan.  If,from time to time during the term of the Company’s Repurchase Option, there is(i) any stock dividend, stock split or other change in the Shares, or (ii) anymerger or sale of all or substantially all of the assets or other acquisitionof the Company, any and all new, substituted or additional securities to whichthe Purchaser is entitled by reason of the Purchaser’s ownership of the Shareswill be immediately subject to this escrow, deposited with the Escrow Holderand included thereafter as “Shares” for purposes of this Agreement and theCompany’s Repurchase Option, in an amount proportional to the UnreleasedShares.

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## 7.     Restrictive Legends;Stop-Transfer Orders; Refusal to Transfer.

### (a)   Purchaser understands andagrees that the Company will cause the legends set forth below or legendssubstantially equivalent thereto, to be placed upon any certificate(s)evidencing ownership of the Shares together with any other legends that may berequired by the Company or by applicable state or federal securities laws:

THE SHARES REPRESENTED BYTHIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND AREPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THERESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDEROF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THEISSUER.  SUCH TRANSFER RESTRIC­TIONS,RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OFTHESE SHARES.

### (b)   Stop-Transfer Notices.  Purchaser agrees that, in order to ensurecompliance with the restrictions referred to herein, the Company may issueappropriate “stop transfer” instructions to its transfer agent, if any, and that,if the Company transfers its own securities, it may make appropriate notationsto the same effect in its own records.

### (c)   Refusal to Transfer.  The Company will not be required (i) totransfer on its books any Shares that have been sold or otherwise transferredin violation of any of the provisions of this Agreement or (ii) to treatas owner of such Shares or to accord the right to vote or pay dividends to anypurchaser or other transferee to whom such Shares will have been sotransferred.

## 8.     Tax Withholding and Consequences.  Regardless of any action the Company takeswith respect to any or all income tax, social insurance, payroll tax, paymenton account or other tax-related withholding relating to the Shares (“Tax-RelatedItems”), Purchaser acknowledges that the ultimate liability for all Tax-RelatedItems legally due by Purchaser are and remain Purchaser’s responsibility andthat the Company (1) make no representations or undertakings regarding thetreatment of any Tax-Related Items in connection with any aspect of the grantof Restricted Stock, including the grant of a Stock Purchase Right, vesting andlapse of repurchase rights, the subsequent sale of shares and/or the receipt ofany dividends; and (2) do not commit to structure the terms of the grantof a Stock Purchase Right or the terms of underlying Restricted Stock to reduceor eliminate Purchaser’s liability for Tax-Related Items. Set forth below is abrief summary as of the date of grant of this Stock Purchase Right of some ofthe federal tax consequences of exercise of this Stock Purchase Right anddisposition of the Shares.  THIS SUMMARYIS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TOCHANGE.

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## As the Company’srepurchase right lapses, Purchaser will immediately recognize compensationincome in an amount equal to the difference between the Fair Market Value ofthe stock at the time the Company’s repurchase right lapses and the amount paidfor the stock, if any (the “Spread”), if you are a U.S taxpayer. If you are anon-U.S. taxpayer, you will be subject to applicable taxes in yourjurisdiction.

### Alternatively,the Spread on all of the Shares will be recognized by Purchaser in connectionwith the exercise of the stock purchase right for shares subject to theRepurchase Option, if an election under Section 83(b) of the Code is filed withthe Internal Revenue Service within thirty (30) days of the date of exercise ofthe right to purchase stock.  The formfor making this election is attached as Exhibit A-4 hereto.

### If Purchaseris an Employee or former Employee, the Spread will be subject to taxwithholding by the Company, and the Company will be entitled to a tax deductionin the amount at the time the Purchaser recognizes ordinary income with respectto a Stock Purchase Right.  Purchaseragrees to make appropriate arrangements with the Company (or the Parent orSubsidiary employing or retaining Purchaser) for the satisfaction of all federal,state, and local income and employment tax withholding requirements applicableto the purchase of Shares or the lapse of repurchase rights here­under.  Purchaser acknowledges and agrees that theCompany may refuse to honor the exercise and refuse to deliver Shares if suchwithholding amounts are not delivered at the time of purchase.

### The Administrator, in its sole discretion and pursuant to suchprocedures as it may specify from time to time, may permit the Purchaser tosatisfy such tax withholding obligation, in whole or in part by one or more ofthe following (without limitation): (i) payingcash,  (ii) delivering to theCompany already vested and owned Shares having a Fair Market Value equal to theminimum amount statutorily required to be withheld, (iii)electing to have the Company withhold otherwise deliverable Shares having avalue equal to the minimum amount statutorily required to be withheld, or(iv) selling a sufficient number of such Shares otherwise deliverable toPurchaser through such means as the Company may determine in its solediscretion (whether through a broker or otherwise) having a Fair Market Valueequal to the minimum amount required to be withheld.

PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER’S SOLERESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TOMAKE THIS FILING ON THE PURCHASER’S BEHALF.

## 9.     No Guarantee ofContinued Service.  PURCHASERACKNOWLEDGES AND AGREES THAT THE RELEASE OF SHARES FROM THE REPURCHASE OPTIONOF THE COMPANY PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUINGSERVICE AS  A SERVICE PROVIDER AT THEWILL OF THE COMPANY  (NOT THROUGH THE ACTOF BEING HIRED OR PURCHASING SHARES HERE­UNDER).  PURCHASER FURTHER ACKNOWLEDGES AND AGREESTHAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTINGSCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR 

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## IMPLIEDPROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD,FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE WITH PURCHASER’S RIGHT OR THECOMPANY’S RIGHT TO TERMI­NATE PURCHASER’S CONTINUOUS STATUS AT ANY TIME, WITHOR WITHOUT CAUSE.

### (a)   Nature of Grant. In accepting theoffer to acquire Shares, Purchaser acknowledges that: (a) the Plan isestablished voluntarily by the Company, it is discretionary in nature and itmay be modified, amended, suspended or terminated by the Company at any time,unless otherwise provided in the Plan and this Agreement; (b) the grant ofa Stock Purchase Right and Restricted Stock is voluntary and occasional anddoes not create any contractual or other right to receive future grants ofStock Purchase Rights or Restricted Stock, or benefits in lieu of such grantseven if such awards have been granted repeatedly in the past; (c) alldecisions with respect to future Stock Purchase Rights, if any, will be at thesole discretion of the Company; (d) Purchaser is voluntarily participatingin the Plan; (e) the grant of Stock Purchase Rights and Restricted Stockis an extraordinary item that does not constitute compensation of any kind forservices of any kind rendered to the Company; (f) the Stock Purchase Rightand Restricted Stock are not part of normal or expected compensation or salaryfor any purposes, including, but not limited to, resignation, termination,redundancy, bonuses, long-service awards, pension or retirement benefits, lifeinsurance, 401(k) profit sharing or similar payments; (g) the future valueof the Shares is unknown and cannot be predicted with certainty; and (h) thatthe Company will have the exclusive discretion to determine when Purchaser isno longer providing ongoing service to the Company for purposes ofadministering Purchaser’s grant of Stock Purchase Rights or Restricted Stock.

### (b)   Data Privacy. By accepting this StockPurchase Right or any Restricted Stock in payment thereof, Purchaser explicitlyand unambiguously consents to the collection, use and transfer, in electronicor other form, of Purchaser’s personal data as described in this document byand among, as applicable, the Company, its subsidiaries and affiliates for theexclusive purpose of implementing, administering and managing Purchaser’sparticipation in the Plan. For the purpose of implementing, administering andmanaging the Plan, Purchaser understands that the Company  holds certain personal information aboutPurchaser, including, but not limited to, Purchaser’s name, home address andtelephone number, date of birth, Tax ID or other identification number, salary,nationality, job title, any equity or directorships held in the Company,details of all equity awards or any entitlement to Shares awarded, canceled,exercised, vested, unvested or outstanding in Purchaser’s favor, for thepurpose of implementing, administering and managing the Plan (“Data”).Purchaser understands that Data may be transferred to any third partiesassisting in the implementation, administration and management of the Plan,that these recipients may be located in Purchaser’s country or elsewhere. TheCompany, as a global company, may transfer Purchaser’s personal data to countrieswhich may not provide an adequate level of protection. The Company, however, iscommitted to providing a suitable and consistent level of protection forPurchaser’s personal data regardless of the country in which it resides.Purchaser understands that he or she may request information regarding theCompany’s stock plan administration by contacting Human Resources, the ChiefFinancial Officer or their designee. Purchaser authorizes the recipients toreceive, possess, use, retain and transfer the Data, in electronic or otherform, for the purposes of implementing, administering and managing Purchaser’sparticipation in the Plan, including any requisite transfer of such Data 

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### as may be required to a brokeror other third party with whom Purchaser deposits any Shares issued at vestingor other scheduled payout. Purchaser understands that Data will be held as longas is necessary to implement, administer and manage the Plan. Purchaserunderstands that he or she may, at any time, view Data, request additionalinformation about the storage and processing of Data, require any necessaryamendments to Data or refuse or withdraw the consents herein, in any casewithout cost, by contacting in writing Human Resources or the Chief FinancialOfficer. Purchaser understands, however, that refusing or withdrawing his orher consent may affect Purchaser’s ability to participate in the Plan. For moreinformation on the consequences of Purchaser’s refusal to consent or withdrawalof consent, Purchaser understands that he or she may contact Human Resources,the Chief Financial Officer or their designee.

### (c)   Electronic Delivery. The Company may,in its sole discretion, decide to deliver any documents related to the award ofStock Purchase Rights or issuance of Restricted Stock and participation in thePlan or future Stock Purchase Rights or Restricted Stock that may be awardedunder the Plan by electronic means or to request Purchaser’s consent toparticipate in the Plan by electronic means. Purchaser hereby consents toreceive such documents by electronic delivery and, if requested, to agree toparticipate in the Plan through an on-line or electronic system established andmaintained by the Company or another third party designated by the Company.

## 10.   Notices.  Any notice, demand or request required orpermitted to be given by either the Company or the Purchaser pursuant to theterms of this Agreement will be in writing and will be deemed given whendelivered personally or deposited in the U.S. mail, First Class with postage prepaid,and addressed to the parties at the addresses of the parties set forth at theend of this Agreement or such other address as a party may request by notifyingthe other in writing, or when delivered electronically pursuant to Section9(c).

Any notice to the Escrow Holder will be sent to the Company’s addresswith a copy to the other party not sending the notice.

## 11.   No Waiver.  Either party’s failure to enforce anyprovision or provisions of this Agreement will not in any way be construed as awaiver of any such provision or provisions, nor prevent that party fromthereafter enforcing each and every other provision of this Agreement.  The rights granted both parties herein arecumulative and will not constitute a waiver of either party’s right to assertall other legal remedies available to it under the circumstances.

## 12.   Successors and Assigns.  The Company may assign any of its rightsunder this Agreement to single or multiple assignees, and this Agreement willinure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transferherein set forth, this Agreement will be binding upon Purchaser and his or herheirs, executors, administrators, successors and assigns.

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## 13.   Interpretation.  Any dispute regarding the interpretation ofthis Agreement will be submitted by Purchaser or by the Company forthwith tothe Administrator which will review such dispute at its next regularmeeting.  The resolution of such adispute by the Administrator will be final and binding on all parties.

## 14.   Governing Law;Severability.  This Agreement isgoverned by the internal substantive laws but not the choice of law rules, ofCalifornia.

## 15.   Entire Agreement.  The Plan is incorporated herein byreference.  This Agreement (including theexhibits referenced herein), the Plan and the Investment RepresentationStatement constitute the entire agreement of the parties with respect to thesubject matter hereof and supersede in their entirety all prior undertakingsand agreements of the Company and Purchaser with respect to the subject matterhereof, and may not be modified adversely to the Purchaser’s interest except bymeans of a writing signed by the Company and Purchaser. Notwithstandinganything to the contrary in the Plan or this Agreement, the Company reservesthe right to revise this Agreement as it deems necessary or advisable, in itssole discretion and without Purchaser’s consent, to comply withSection 409A or to otherwise avoid imposition of any additional tax orincome recognition under Section 409A prior to the actual issuance ofRestricted Stock or prior to the lapse of repurchase rights under thisAgreement.

By Purchaser’s signature above, Purchaser represents that he or she isfamiliar with the terms and provisions of the Plan, and hereby accepts thisAgreement subject to all of the terms and provisions thereof.  Purchaser has reviewed the Plan and thisAgreement in their entirety, has had an opportunity to obtain the advice ofcounsel prior to executing this Agreement and fully understands all provisionsof this Agreement.  Purchaser agrees toaccept as binding, conclusive and final all decisions or interpretations of theAdministrator upon any questions arising under the Plan or this Agreement.  Purchaser further agrees to notify the Companyupon any change in the residence indicated in the Notice of Grant of StockPurchase Right.

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**EXHIBIT A-2**

**ASSIGNMENT SEPARATE FROM CERTIFICATE**

FOR VALUE RECEIVED I,                      ,hereby sell, assign and transfer unto QuickLogic Corporation             shares of the Common Stock of QuickLogic Corporation standing in my name on thebooks of said corporation represented by Certificate No.     herewith and do hereby irrevocably constitute and appoint                      to transfer the said stock on the books of the within named corporation withfull power of substitution in the premises.

This Stock Assignment may be used only in accordancewith the Restricted Stock Purchase Agreement between QuickLogic Corporation andthe undersigned dated            ,      (the “Agreement”).
| Dated:              ,     | Signature: |   |
|------------------------------------------------------------------------------------------------------|------------|--------|

**INSTRUCTIONS:**Please do not fill in any blanks other than the signature line.  The purpose of this assignment is to enablethe Company to exercise its Repurchase Option as set forth in the Agreement,without requiring additional signatures on the part of the Purchaser.

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**EXHIBIT A-3**

**JOINT ESCROW INSTRUCTIONS**

           ,     

QuickLogic Corporation

1277 Orleans Drive

Sunnyvale, CA 94089

Attention:Corporate Secretary

Dear CorporateSecretary:

As Escrow Agent for both QuickLogic Corporation (the “Company”)and the undersigned purchaser of stock of the Company (the “Purchaser”), youare hereby authorized and directed to hold the documents delivered to you pursuantto the terms of that certain Restricted Stock Purchase Agreement (“Agreement”)between the Company and the undersigned, in accordance with the followinginstructions:

1.             In the event theCompany and/or any assignee of the Company (referred to collectively forconvenience herein as the “Company”) exercises the Company’s repurchase optionset forth in the Agreement (the “Repurchase Option”), the Company will give toPurchaser and you a written notice specifying the number of shares of stock tobe purchased, the purchase price, and the time for a closing hereunder at theprincipal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you toclose the transac­tion contemplated by such notice in accordance with the termsof said notice.

2.             At the closing, youare directed (a) to date the stock assignments necessary for the transferin question, (b) to fill in the number of shares being transferred, and(c) to deliver same, together with the certificate evidencing the sharesof stock to be transferred, to the Company or its assignee, against thesimultaneous delivery to you of the purchase price (by cash, a check, or somecombination thereof) for the number of shares of stock being purchased pursuantto the exercise of the Company’s Repurchase Option.

3.             Purchaserirrevocably authorizes the Company to deposit with you any certificatesevidencing shares of stock to be held by you hereunder and any additions andsubstitutions to said shares as defined in the Agreement.  Purchaser does hereby irrevocably constituteand appoint you as Purchaser’s attorney-in-fact and agent for the term of thisescrow to execute with respect to such securities all documents necessary orappropriate to make such securities negotiable and to complete any transactionherein contemplated.  Subject to theprovisions of this paragraph 3, Purchaser will exercise all rights andprivileges of a shareholder of the Company while the stock is held by you.

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4.             Upon writtenrequest of the Purchaser, unless the Company’s Repurchase Option has beenexercised, you will deliver to Purchaser a certificate or certificatesrepresenting so many shares of stock as are not then subject to the Company’sRepurchase Option.  Within four (4)months after cessation of Purchaser’s continuous employment by or services tothe Company, or any parent or subsidiary of the Company, you will deliver toPurchaser a certificate or certificates representing the aggregate number ofshares held or issued pursuant to the Agreement and not purchased by theCompany or its assignees pursuant to exercise of the Company’s RepurchaseOption.

5.             If at the time oftermination of this escrow you should have in your possession any documents,securities, or other property belonging to Purchaser, you will deliver all ofthe same to Purchaser and will be discharged of all further obligationshereunder.

6.             Your dutieshereunder may be altered, amended, modified or revoked only by a writing signedby all of the parties hereto.

7.             You will beobligated only for the performance of such duties as are specifically set forthherein and may rely and will be protected in relying or refraining from actingon any instrument reasonably believed by you to be genuine and to have beensigned or presented by the proper party or parties.  You will not be personally liable for any actyou may do or omit to do hereunder as Escrow Agent or as attorney-in-fact forPurchaser while acting in good faith, and any act done or omitted by you pursuantto the advice of your own attorneys will be conclusive evidence of such goodfaith.

8.             You are herebyexpressly authorized to disregard any and all warnings given by any of theparties hereto or by any other person or corporation, excepting only orders orprocess of courts of law and are hereby expressly authorized to comply with andobey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, youwill not be liable to any of the parties hereto or to any other person, firm orcorporation by reason of such compliance, notwithstanding any such order,judgment or decree being subsequently reversed, modified, annulled, set aside,vacated or found to have been entered without jurisdiction.

9.             You will not beliable in any respect on account of the identity, authorities or rights of theparties executing or delivering or purporting to execute or deliver theAgreement or any documents or papers deposited or called for hereunder.

10.           You will not beliable for the outlawing of any rights under the Statute of Limitations withrespect to these Joint Escrow Instructions or any documents deposited with you.

11.           You will be entitledto employ such legal counsel and other experts as you may deem necessaryproperly to advise you in connection with your obligations hereunder, may relyupon the advice of such counsel, and may pay such counsel reasonablecompensation therefore.

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12.           Yourresponsibilities as Escrow Agent hereunder will terminate if you will cease tobe an officer or agent of the Company or if you will resign by written noticeto each party.  In the event of any suchtermination, the Company will appoint a successor Escrow Agent.

13.           If you reasonablyrequire other or further instruments in connection with these Joint EscrowInstructions or obligations in respect hereto, the necessary parties heretowill join in furnishing such instruments.

14.           It is understood andagreed that should any dispute arise with respect to the delivery and/orownership or right of posses­sion of the securities held by you hereunder, youare authorized and directed to retain in your possession without liability toanyone all or any part of said securities until such disputes will have beensettled either by mutual written agreement of the parties concerned or by afinal order, decree or judgment of a court of competent jurisdiction after thetime for appeal has expired and no appeal has been perfected, but you will beunder no duty whatsoever to institute or defend any such proceedings.

15.           Any notice requiredor permitted hereunder will be given in writing and will be deemed effectivelygiven upon personal delivery or upon deposit in the United States Post Office,by registered or certified mail with postage and fees prepaid, addressed toeach of the other parties thereunto entitled at the following addresses or atsuch other addresses as a party may designate by ten (10) days advance writtennotice to each of the other parties hereto.
|        | COMPANY:      |   | QuickLogic Corporation         |   |
|--------|---------------|--------|--------------------------------|--------|
|   |          |   | 1277 Orleans Drive             |   |
|   |          |   | Sunnyvale, CA 94089            |   |
|   |          |   | Attention: Corporate Secretary |   |
|   |          |   |                           |   |
|   | PURCHASER:    |   |                           |   |
|   |          |   |                           |   |
|   |          |   |                           |   |
|   |          |   |                           |   |
|   | ESCROW AGENT: |   | QuickLogic Corporation         |   |
|   |          |   | 1277 Orleans Drive             |   |
|   |          |   | Sunnyvale, CA 94089            |   |
|   |          |   | Attention: Corporate Secretary |   |

 

16.           By signing theseJoint Escrow Instructions, you become a party hereto only for the purpose ofsaid Joint Escrow Instructions; you do not become a party to the Agreement.

17.           This instrument willbe binding upon and inure to the benefit of the parties hereto, and theirrespective successors and permitted assigns.

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18.           The Restricted StockPurchase Agreement is incorporated herein by reference.  These Joint Escrow Instructions, the 1999Stock Plan and the Restricted Stock Purchase Agreement (including the exhibitsreferenced therein) constitute the entire agreement of the parties with respectto the subject matter hereof and supersede in their entirety all priorundertakings and agreements of the Escrow Agent, the Purchaser and the Companywith respect to the subject matter hereof, and may not be modified except bymeans of a writing signed by the Escrow Agent, the Purchaser and the Company.

## 19.           These Joint Escrow Instructions willbe governed by, and construed and enforced in accordance with, the laws of theState of California.

|                     |   |   | Very truly yours,       |   |   |
|---------------------|--------|--------|-------------------------|--------|--------|
|                |   |   |                    |   |   |
|                |   |   | QUICKLOGIC CORPORATION  |   |
|                |   |   |                    |   |   |
|                |   |   | By:                     |   |   |
|                |   |   |                    |   |   |
|                |   |   | Title:                  |   |   |
|                |   |   |                    |   |   |
|                |   |   | PURCHASER:              |   |   |
|                |   |   |                    |   |   |
|                |   |   |                    |   |   |
|                |   |   | (Signature)             |   |   |
|                |   |   |                    |   |   |
|                |   |   |                    |   |   |
|                |   |   | (Typed or Printed Name) |   |   |
| ESCROW AGENT:       |   |   |                    |   |   |
|                |   |   |                    |   |   |
|                |   |   |                    |   |   |
| Corporate Secretary |   |   |                    |   |   |
|                     |        |        |                         |        |        |  |

** **

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**EXHIBIT A-4**

**ELECTIONUNDER SECTION 83(b)OF THE INTERNAL REVENUE CODE OF 1986**

The undersignedtaxpayer hereby elects, pursuant to the above-referenced Federal Tax Code, toinclude in taxpayer’s gross income for the current taxable year, the amount ofany compensation taxable to taxpayer in connection with his receipt of theproperty described below:

1.                                       Thename, address, taxpayer identification number and taxable year of theundersigned are as follows:

| NAME:               | TAXPAYER: | SPOUSE: |
|---------------------|-----------|---------|
|                |      |    |
| ADDRESS:            |      |    |
|                |      |    |
| IDENTIFICATION NO.: | TAXPAYER: | SPOUSE: |
|                |      |    |
| TAXABLE YEAR:       |      |    |

2.                                       Theproperty with respect to which the election is made is described as follows:          shares (the “Shares”) of the Common Stock of QuickLogic Corporation (the “Company”).

3.                                       Thedate on which the property was transferred is:             ,     .

4.                                       Theproperty is subject to the following restrictions:

The Shares may berepurchased by the Company, or its assignee, on certain events.  This right lapses with regard to a portion ofthe Shares based on the continued performance of services by the taxpayer overtime.

5.                                       Thefair market value at the time of transfer, determined without regard to anyrestriction other than a restriction which by its terms will never lapse, ofsuch property is:

$                         

6.                                       Theamount (if any) paid for such property is:

$                         

The undersigned has submitted a copy of this statement to the personfor whom the services were performed in connection with the undersigned’sreceipt of the above-described property. The transferee of such property is the person per­forming the servicesin connection with the transfer of said property.

The undersignedunderstands that the foregoing election may not be revoked except with the consentof the Commissioner.
| Dated:              ,      |   |       |
|-------------------------------------------------------------------------------------------------------|--------|------------|
|                                                                                                  |   |       |
|                                                                                                  |   | , Taxpayer |
| The undersigned spouse of taxpayer joins in this  election.                                           |   |       |
| Dated:              ,      |   |       |

 

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