2002 Stock Option Plan



 EXHIBIT 4.1 
  
 CIRRUS LOGIC, INC. 
  
 2002 STOCK OPTION PLAN 
  
 1. Purposes of the Plan. The purposes of this Stock Option Plan are to attract and retain the best available personnel, to provide additional
incentive to Employees and Consultants and to promote the success of the Company’s business. 
  
 2. Definitions. As used herein, the following definitions shall apply: 
  
 (a) “Administrator” means the Board or the Committee. 
  
 (b) “Affiliate” and “Associate” shall have
the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act. 
  
 (c) “Applicable Laws” means the legal requirements relating to the administration of stock incentive plans, if any, under applicable
provisions of federal securities laws, state corporate and securities laws, the Code, the rules of any applicable stock exchange or national market system, and the rules of any foreign jurisdiction applicable to Awards granted to residents therein.

  
 (d) “Award” means the grant of an Option
under the Plan. 
  
 (e) “Award Agreement” means
the written agreement evidencing the grant of an Award executed by the Company and the Grantee, including any amendments thereto. 
  
 (f) “Board” means the Board of Directors of the Company. 
  
 (g) “Code” means the Internal Revenue Code of 1986, as amended. 
  
 (h) “Committee” means the Compensation Committee of the
Board. 
  
 (i) “Common Stock” means the common
stock of the Company. 
  
 (j) “Company” means
Cirrus Logic, Inc., a Delaware corporation. 
  
 (k)
“Consultant” means any person (other than an Employee or a Director) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or such Related Entity. 
  
 (l) “Continuous Service” means that the provision of
services to the Company or a Related Entity in any capacity of Employee or Consultant, is not interrupted or terminated. Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among
the Company, any Related Entity, or any successor, in any capacity of Employee or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee or Consultant
(except as 







 otherwise provided in the Award Agreement). An approved leave of absence shall include sick leave, military leave, or any
other authorized personal leave. 
  
 (m) “Corporate
Transaction” means any of the following transactions: 
  
 (i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; 
  
 (ii) the sale, transfer or other disposition of all or substantially all of
the assets of the Company (including the capital stock of the Company’s subsidiary corporations); or 
  
 (iii) any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total
combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger. 
  
 (n) “Director” means a member of the Board. 
  
 (o) “Disability” means a Grantee would qualify for benefit payments under the long-term disability policy
of the Company or the Related Entity to which the Grantee provides services regardless of whether the Grantee is covered by such policy. If the Company or the Related Entity to which the Grantee provides service does not have a long-term disability
plan in place, “Disability” means that a Grantee is permanently unable to carry out the responsibilities and functions of the position held by the Grantee by reason of any medically determinable physical or mental impairment. A Grantee
will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion. 
  
 (p) “Employee” means any person, other than an Officer or Director, who is an employee of the Company or
any Related Entity. 
  
 (q) “Exchange Act” means
the Securities Exchange Act of 1934, as amended. 
  
 (r)
“Fair Market Value” means, that as of any date, the value of Common Stock shall be the closing price for a Share for the market trading day on such date (or, if no closing price was reported on that date, on the last trading date on
which a closing price was reported) on the stock exchange determined by the Administrator to be the primary market for the Common Stock or the Nasdaq National Market, whichever is applicable, or if the Common Stock is not traded on any exchange or
national market system, the average of the closing bid and ask prices of a Share on the Nasdaq Small Cap Market on such date (or, if no closing prices were reported on that date, on the last trading date on which closing prices were reported), in
each case, as reported in The Wall Street Journal or such other source as the Administrator deems reliable. 
  
 (s) “Grantee” means an Employee or Consultant who receives an Award pursuant to an Award Agreement under the Plan. 







 (t) “Immediate Family” means any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Grantee’s household (other than a
tenant or employee), a trust in which these persons have more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or the Grantee) control the management of assets, and any other entity in which these persons (or
the Grantee) own more than fifty percent (50%) of the voting interests. 
  
 (u) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code. 
  
 (v) “Officer” means a person who is an officer of the
Company or a Related Entity within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 
  
 (w) “Option” means an option to purchase Shares pursuant to an Award Agreement granted under the Plan that is not intended to qualify as
an Incentive Stock Option. 
  
 (x) “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code. 
  
 (y) “Plan” means this 2002 Stock Option Plan. 
  

(z) “Related Entity” means any Parent, Subsidiary and any business, corporation, partnership, limited liability company or other
entity in which the Company, a Parent or a Subsidiary holds a substantial ownership interest, directly or indirectly. 
  
 (aa) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor thereto. 
  
 (bb) “Share” means a share of the Common Stock. 

 
 (cc) “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. 
  
 (a) Subject to the provisions of Section 10, below, the maximum aggregate number of Shares that may be issued pursuant to all Awards is 6,000,000 (six
million) Shares, and commencing with the first business day of each fiscal year beginning with March 31, 2003, such maximum aggregate number of Shares shall be increased by a number equal to four percent (4%) of the number of Shares outstanding as
of the last business day of the immediately preceding fiscal year. 
  
 (b) Any Shares covered by an Award (or portion of an Award) that is forfeited or canceled, expires or is settled in cash, shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Shares which may
be issued under the Plan. 







 Shares that actually have been issued under the Plan pursuant to an Award shall not be returned to the Plan and shall not
become available for future issuance under the Plan, except that if unvested Shares are forfeited, or repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan. 
  
 4. Administration of the Plan. 
  
 (a) Plan Administrator. 
  
 (i) Administration. The Plan shall be administered by (A) the Board
or (B) the Committee. The Board may authorize one or more Officers to grant such Awards and may limit such authority as the Board determines from time to time. 
  

(ii) Administration Errors. In the event an Award is granted in a manner inconsistent with the provisions of this subsection (a), such Award
shall be presumptively valid as of its grant date to the extent permitted by Applicable Laws. 
  
 (b) Powers of the Administrator. Subject to Applicable Laws and the provisions of the Plan (including any other powers given to the Administrator hereunder), and except as otherwise provided by the Board, the
Administrator shall have the authority, in its discretion: 
  
 (i) to select the Employees and Consultants to whom Awards may be granted from time to time hereunder; 
  
 (ii) to determine whether and to what extent Awards are granted hereunder; 
  
 (iii) to determine the number of Shares to be covered by each Award granted hereunder; 
  
 (iv) to approve forms of Award Agreements for use under the Plan;

  
 (v) to determine the terms and conditions of any Award
granted hereunder; 
  
 (vi) to amend the terms of any
outstanding Award granted under the Plan, provided that any amendment that would adversely affect the Grantee’s rights under an outstanding Award shall not be made without the Grantee’s written consent; 
  
 (vii) to construe and interpret the terms of the Plan and Awards granted
pursuant to the Plan, including without limitation, any notice of Award or Award Agreement, granted pursuant to the Plan; 
  
 (viii) to establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable foreign jurisdictions; provided,
however, that no Award shall be granted under any such additional terms, conditions, rules or procedures with terms or conditions which are inconsistent with the provisions of the Plan; and 







 (ix) to take such other action, not inconsistent with the terms of the Plan, as the Administrator deems
appropriate. 
  
 5. Eligibility. An Employee or Consultant
who has been granted an Award may, if otherwise eligible, be granted additional Awards. Awards may be granted to such Employees or Consultants who are residing in foreign jurisdictions as the Administrator may determine from time to time.

  
 6. Terms and Conditions of Awards. 
  
 (a) Conditions of Award. Subject to the terms of the Plan, the
Administrator shall determine the provisions, terms, and conditions of each Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (cash, Shares, or
other consideration) upon settlement of the Award, payment contingencies, and satisfaction of any performance criteria. The performance criteria established by the Administrator may be based on any one of, or combination of, increase in Share price,
earnings per Share, total shareholder return, return on equity, return on assets, return on investment, net operating income, cash flow, revenue, economic value added, personal management objectives, or other measure of performance selected by the
Administrator. Partial achievement of the specified criteria may result in a payment or vesting corresponding to the degree of achievement as specified in the Award Agreement. 
  
 (b) Acquisitions and Other Transactions. The Administrator may issue Awards under the Plan in settlement, assumption
or substitution for, outstanding awards or obligations to grant future awards in connection with the Company or a Related Entity acquiring another entity, an interest in another entity or an additional interest in a Related Entity whether by merger,
stock purchase, asset purchase or other form of transaction. 
  
 (c) Term of Award. The term of each Award shall be the term stated in the Award Agreement provided, however, that the term shall be no more than ten (10) years from the date of grant thereof. 
  
 (d) Transferability of Awards. Awards may not be transferred except
as provided in the Award Agreement or in the manner and to the extent determined by the Administrator. 
  
 (e) Time of Granting Awards. The date of grant of an Award shall for all purposes be the date on which the Administrator makes the determination to
grant such Award, or such other date as is determined by the Administrator. Notice of the grant determination shall be given to each Employee or Consultant to whom an Award is so granted within a reasonable time after the date of such grant.








 7. Award Exercise Price, Consideration and Taxes. 
  
 (a) Exercise Price. The exercise price for an Option shall be
determined by the Administrator and stated in the Award Agreement, provided that the per Share exercise price of an Option shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. 
  
 (b) Consideration. Subject to Applicable Laws, the consideration to
be paid for the Shares to be issued upon exercise or purchase of an Award, including the method of payment, shall be determined by the Administrator. In addition to any other types of consideration the Administrator may determine, the Administrator
is authorized to accept as consideration for Shares issued under the Plan the following: 
  
 (i) cash; 
  
 (ii) check;

  
 (iii) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan; 
  
 (iv) surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may require (including withholding of Shares otherwise deliverable upon exercise of the
Award) which have a Fair Market Value on the date of surrender or attestation equal to the aggregate exercise price of the Shares as to which said Award shall be exercised (but only to the extent that such exercise of the Award would not result in
an accounting compensation charge with respect to the Shares used to pay the exercise price unless otherwise determined by the Administrator); or 
  
 (v) any combination of the foregoing methods of payment. 
  
 (c) Taxes. No Shares shall be delivered under the Plan to any Grantee or other person until such Grantee or other person has made arrangements
acceptable to the Administrator for the satisfaction of any foreign, federal, state, or local income and employment tax withholding obligations. Upon exercise of an Award, the Company shall withhold or collect from Grantee an amount sufficient to
satisfy such tax obligations. 
  
 8. Exercise of Award.

  
 (a) Procedure for Exercise; Rights as a Shareholder.

  
 (i) Any Award granted hereunder shall be exercisable at such
times and under such conditions as determined by the Administrator under the terms of the Plan and specified in the Award Agreement. 
  
 (ii) An Award shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the
Award by the person entitled to exercise the Award and full payment for the Shares with respect to which the Award is exercised. Until the issuance (as evidenced by the appropriate entry on the books of 







 the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no
right to vote or receive dividends or any other rights as a shareholder shall exist with respect to Shares subject to an Award, notwithstanding the exercise of the Award. The Company shall issue (or cause to be issued) such stock certificate
promptly upon exercise of the Award. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in the Award Agreement or Section 10, below. 

 
 (b) Exercise of Award Following Termination of Continuous Service.

  
 (i) An Award may not be exercised after the termination date
of such Award set forth in the Award Agreement and may be exercised following the termination of a Grantee’s Continuous Service only to the extent provided in the Award Agreement. 
  
 (ii) Where the Award Agreement permits a Grantee to exercise an Award following the termination of the Grantee’s
Continuous Service for a specified period, the Award shall terminate to the extent not exercised on the last day of the specified period or the last day of the original term of the Award, whichever occurs first. 
  
 9. Conditions Upon Issuance of Shares. 
  
 (a) Shares shall not be issued pursuant to the exercise of an Award unless
the exercise of such Award and the issuance and delivery of such Shares pursuant thereto shall comply with all Applicable Laws, and shall be further subject to the approval of counsel for the Company with respect to such compliance. 
  
 (b) As a condition to the exercise of an Award, the Company may require the
person exercising such Award 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 by any Applicable Laws. 
  
 10. Adjustments Upon Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for
issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan, the exercise or purchase price of each such outstanding Award, as well as any other terms that the Administrator determines require
adjustment shall be proportionately adjusted for (i) any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Shares, or similar event affecting
the Shares, (ii) any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, or (iii) as the Administrator may determine in its discretion, any other transaction with respect to Common
Stock to which Section 424(a) of the Code applies or any similar transaction; 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 Administrator and its determination shall be final, binding and conclusive. Except as the Administrator determines, 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 hereof
shall be made with respect to, the number or price of Shares subject to an Award. 
  
 11. Corporate Transactions. In the event of a Corporate Transaction, each outstanding Award shall be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary
of the successor corporation, or in the event that the successor corporation refuses to assume or substitute for the Award, the Grantee shall have the right to exercise the Award as to all of the stock subject to the Award, including Shares that
would not otherwise be exercisable. If an Award is exercisable in lieu of assumption or substitution in the event of a Corporate Transaction, the Administrator shall notify the Grantee that the Award shall be fully exercisable for a period of
fifteen (15) days from the date of such notice, and the Award shall terminate upon the expiration of such period. For the purposes of this paragraph, the Award shall be considered assumed if, following the Corporate Transaction, the Award confers
the right to purchase or receive, for each Share subject to the Award immediately prior to the Corporate Transaction, the consideration received in the Corporate Transaction 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 Corporate Transaction was 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 Award, for each Share subject to the Award,
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 Corporate Transaction. 
  
 12. Dissolution or Liquidation. In the event of the dissolution or
liquidation of the Company, the Administrator shall notify each Grantee as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for a Grantee to have the right to exercise his
or her Award until ten (10) days prior to such transaction as to all of the Shares covered thereby, including Shares that would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option applicable to
any Shares purchased upon exercise of an Award shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Award
will terminate immediately prior to the consummation of such proposed action. 
  
 13. Effective Date and Term of Plan. The Plan shall become effective upon its adoption by the Board. It shall continue in effect indefinitely until it is terminated by the Board. Subject to Applicable Laws,
Awards may be granted under the Plan upon it becoming effective. 
  
 14. Amendment, Suspension or Termination of the Plan. 
  
 (a) The Board may at any time amend, suspend or terminate the Plan. 
  
 (b) The Administrator may amend the terms of any outstanding Award, prospectively or retroactively, but no such amendment shall (i) impair the rights of any Grantee 







 without the Grantee’s consent or (ii) modify the terms of any Award in a manner inconsistent with the provisions of
the Plan. Subject to the above provisions, the Board shall have authority to amend the Plan to take into account changes in Applicable Laws and accounting rules as well as other developments, and to grant Awards which qualify for beneficial
treatment under such rules. 
  
 (c) No Award may be granted
during any suspension of the Plan or after termination of the Plan. 
  
 (d) Any amendment, suspension or termination of the Plan shall not affect Awards already granted, and such Awards shall remain in full force and effect as if the Plan had not been amended, suspended or terminated, unless mutually agreed
otherwise between the Grantee and the Administrator, which agreement must be in writing and signed by the Grantee and the Company. 
  
 15. Reservation of Shares. 
  
 (a) The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan. 
  
 (b) 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. 
  
 16. No Effect on Terms of Employment/Consulting Relationship. The Plan shall not confer upon any Grantee any right with respect to the
Grantee’s Continuous Service, nor shall it interfere in any way with his or her right or the Company’s right to terminate the Grantee’s Continuous Service at any time, with or without cause. 
  
 17. No Effect on Retirement and Other Benefit Plans. Except as
specifically provided in a retirement or other benefit plan of the Company or a Related Entity, Awards shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company or a Related Entity,
and shall not affect any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of compensation. The Plan is not a “Retirement
Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.