Non-Director and Non-Executive Officer Long-Term Stock Incentive Plan



 Exhibit 10.2 
  
 SEMTECH CORPORATION 
  
 Non-Director and Non-Executive Officer 
 Long-Term Stock Incentive Plan 
 (As Amended and Restated) 
  
 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. 







 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 8,000,0001 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 performance 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 


	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, 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. 
  

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 5. Award Settlement and Payments 
  
 (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 (i) an earlier
termination is specified or (ii) a later termination is specified with respect to awards to optionees outside of the United States, 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 or 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. 
  
 10-21-04 
  

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