exv10w4





EXHIBIT 10.4








Name of Participant




SiGe Semiconductor, Inc.




STOCK OPTION AGREEMENT

2002 Stock Plan



ONTARIO PARTICIPANTS


THIS AGREEMENT is entered into by and between SiGe Semiconductor, Inc., a Delaware corporation with
its principal office at 1050 Morrison Drive, Suite 100, Ottawa, Ontario K2H 8K7, Canada
(hereinafter the “Company”), and the undersigned Employee, Director or Consultant of the
Company Group (as such term is defined below) (hereinafter the “Participant”).



WHEREAS, the Participant performs work for the Company Group as an Employee, Director or Consultant
as specified on the signature page below (such services to be collectively herein referred to as
“Service”), and the Company desires to grant a stock option to the Participant;



NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the
parties hereto hereby agree as follows:





	1.	 	Grant, Exercisability and Term of Option.






	 	(a)	 	The Company hereby grants to the Participant pursuant to the Company’s 2002 Stock Plan (the
“Plan”), a copy of which is attached as Exhibit 2, the option (the
“Option”) to purchase from the Company upon the terms and conditions hereinafter set
forth the number of shares (“Shares”) of the common stock, US$0.0001 par value,
(“Common Stock”) of the Company set forth on the signature page below at the purchase
price per Share so set forth (the “Option Price”). The date of grant of this Option is
the date set forth on the signature page of this Agreement as the “Option Date”.
	 
	 	(b)	 	This Option may be exercised only as to Shares which are “Vested Shares”, as
defined in Section 5, at the time of exercise, and such exercise is subject to any other
restrictions provided in Section 4. This option shall expire on the fifth anniversary of the
Option Date, unless the Option is sooner terminated as hereinafter specified. Only whole Shares
may be purchased pursuant to this Option.




 









 












	2.	 	Conditions and Limitations.






	 	(a)	 	The Option is granted on the condition that the purchase of Shares hereunder shall be for
investment purposes and not with a view to resale or distribution, except that such condition
shall be inoperative if the offering of Shares subject to the Option is registered under the
United States Securities Act of 1933, as amended (the “1933 Act”) and is not subject to
any hold period, seasoning period or resale restriction under applicable Canadian securities
laws, or if in the opinion of counsel for the Company such Shares may be resold without
registration under the 1933 Act or qualification under applicable Canadian securities laws. At
the time of the exercise of the Option or any installment thereof, the Participant will execute
an Exercise Form and Restriction Agreement in substantially the form attached as Exhibit
1 (the “Restriction Agreement”) and such further agreements as the Company may
require to implement the foregoing condition and to acknowledge the Participant’s familiarity
with restrictions on the resale of the Shares under applicable U.S. and Canadian securities
laws, and the Company may stamp such legend on the certificate representing the Shares as may
be necessary or appropriate in light of the foregoing condition.
	 
	 	(b)	 	The Company will furnish upon request of the Participant copies of the certificate of
incorporation of the Company, as amended (the “Certificate of Incorporation”), and
By-laws of the Company, as amended (the “By-laws”), such publicly available financial
and other information concerning the Company and its business and prospects as may be
reasonably requested by the Participant in connection with exercise of this Option (and such
other financial and other information concerning the Company as may be required to be delivered
to Optionees from time to time pursuant to applicable laws).
	 
	 	(c)	 	Except with the prior written consent of the Board, the Option shall not be transferable
otherwise than by will or by the laws of descent and distribution, and except as provided in
Section 4 the Option shall be exercisable during the lifetime of the Participant by the
Participant only. Notwithstanding the foregoing, however, if the Participant is determined to
be mentally incompetent and a guardian or conservator (or other similar person) is appointed by
a court of competent jurisdiction to manage the Participant’s affairs, the guardian or
conservator (or other similar person) may exercise the Option on behalf of the Participant,
provided that such exercise is made within the time limits prescribed herein.
	 
	 	(d)	 	The Option granted in this Agreement is subject to the terms, conditions and definitions of
the Plan. To the extent that the terms, conditions and definitions of this Agreement are
inconsistent with those of the Plan, those of this Agreement shall govern.
Capitalized terms not otherwise defined herein (including the recitals hereto) shall have
the meanings defined in the Plan. The Participant hereby accepts this Option subject to all
such provisions of the Plan and agrees that all decisions under, and interpretations of,
such provisions of the Plan by the Board, as defined in the Plan, shall be final, binding
and conclusive upon the Participant and the Participant’s heirs.




 









 






	 	(e)	 	In the event that the Company, upon the advice of counsel, deems it necessary to list upon
official notice of issuance any shares to be issued pursuant to the Plan on a national
securities exchange or market system in the United States, Canada or any foreign jurisdiction,
or to register under the 1933 Act or other applicable federal or state statute any shares to be
issued pursuant to the Plan, or to qualify any such shares for exemption from the registration
requirements of the 1933 Act under the rules and regulations of the Securities and Exchange
Commission or for similar exemption under state law, or to qualify any such shares by filing a
prospectus under applicable Canadian securities laws, then the Company shall notify the
Participant to that effect and no Shares shall be issued until such registration, listing,
exemption, or qualification has been obtained or completed. The Company shall make prompt
application for any such registration, listing, exemption or qualification pursuant to
applicable law or rules of such securities exchange which it deems necessary and shall make
reasonable efforts to cause such registration, listing, exemption or qualification to become
and remain effective.






	3.	 	Exercise of Option; Withholding Taxes.






	 	(a)	 	Written notice of the exercise of the Option or any installment thereof shall be given to
the Company in the form attached as Exhibit 1, specifying the number of shares for
which the Option is exercised and accompanied by (i) payment in full of the Option Price or
(ii) irrevocable instructions to a broker to promptly deliver to the Company full payment in
accordance with this Section of the amount necessary to pay the aggregate exercise price.
Payment shall be made (a) in cash, (b) by certified check, (c) subject to Section 7(g) of the
Plan, by actual delivery or deemed delivery and assignment to the Company of shares of Common
Stock owned by the Participant which (i) have a fair market value not less than the Option
Price (as specified on the signature page below) (provided that the fair market value of such
 shares of Common Stock for this purpose shall be deemed to be equal to the Fair Market Value of
same), and (ii) have been owned by the Participant for at least six months prior to the date of
delivery or deemed delivery of such shares (or such other period as may be required to avoid a
charge to the Company’s earnings) or were not acquired, directly or indirectly, from the
Company, (d) by such other consideration and method of payment approved by the Board or (e) by
any combination of the foregoing. Notwithstanding the foregoing, this Option may not be
exercised by delivery and assignment to the Company of shares of Common Stock to the extent
that such delivery and assignment would constitute a violation of the provisions of any law, or
related regulation or rule, or any agreement or Company policy, restricting the transfer or
redemption of the Common Stock. For purposes of this Section, a deemed delivery of shares shall
mean the offset by the Company of a number of shares subject to the Option against an equal
number of shares of the Common Stock owned by the Participant, which may be accomplished by
attestation by the Participant as to such shares owned. The Company reserves the right to
decline to approve any such procedure in the Company’s sole and absolute discretion.
	 
	 	(b)	 	The Company’s obligation to deliver Shares upon exercise of an Option shall be subject to
the Participant’s satisfaction of all applicable income and employment tax withholding
obligations. Without limiting the generality of the foregoing, the Company




 









 






	 	 	 	shall have the right to deduct from payments of any kind otherwise due to the Participant
any taxes of any kind required by law to be withheld with respect to any Shares issued upon
exercise of the Option. Payment of withholding taxes may be made (i) by cash, (ii) subject
to Section 7(g) of the Plan, through the surrender (by actual or deemed delivery) of shares
of Common Stock which the Participant already owns and which, except to the extent otherwise
permitted by the Board in any instance, have been owned by the Participant for at least six
months prior to the date of delivery or deemed delivery of such Shares (or such other period
as may be required to avoid a charge to the Company’s earnings) or were not acquired,
directly or indirectly, from the Company, or (iii) to the extent of the minimum applicable
federal, provincial and local withholding rate only, through the surrender of shares of
Common Stock to which the Participant is otherwise entitled under the Plan, subject to the
discretion of the Board to require payment in cash if it determines that payment by other
methods is not in the best interests of the Company.






	4.	 	Termination of Option.
	 
	 	 	In the event that the Participant ceases to perform Service for any member of the Company Group
at any time prior to the exercise of this Option in full, this Option shall terminate according
to the following provisions:






	 	(a)	 	If the Participant ceases to perform Service by reason of resignation, the Participant may
at any time within a period of thirty (30) days after the date of such cessation of Service
exercise the Option to the extent that the Option was exercisable on the date of such
cessation;
	 
	 	(b)	 	If the Participant ceases to perform Service for any reason other than resignation, death
or Disability, the Participant may at any time within a period of sixty (60) days after the
date of such cessation of Service exercise the Option to the extent that the Option was
exercisable on the date of such cessation;
	 
	 	(c)	 	If the Participant ceases to perform Service because of Disability, the Participant may at
any time within a period of one hundred eighty (180) days after the date of such cessation of
Service exercise the Option to the extent that the Option was exercisable on the date of such
cessation; and
	 
	 	(d)	 	If the Participant ceases to perform Service because of death, the Option, to the extent
that the Participant was entitled to exercise it on the date of death, may be exercised within
a period of one hundred eighty (180) days after the Participant’s death by the person or
persons to whom the Participant’s rights under the Option shall pass by will or by the laws of
descent and distribution;






	 	 	provided, however, that this Option may not be exercised to any extent by anyone after the date
of its expiration. Upon the expiration of such limited exercise period or (if earlier) upon the
date of its expiration, the Option shall terminate and cease to be outstanding with respect to
any Vested Shares for which the Option has not been exercised. To the extent the Participant is
not vested in one or more Shares at the time of the Participant’s cessation




 









 






	 	 	of Service, the Option shall immediately terminate and cease to be outstanding with respect to
all Shares.
	 
	 	 	For the purposes of this Agreement, the date of the cessation of Services shall be the date of
actual cessation of Services as determined by the Company Group without reference to any period
of notice of termination of employment that any member of the Company Group may be required to
provide to the Participant at law or pursuant to the terms of any employment agreement between
the Participant and any member of the Company Group.
	 
	5.	 	Exercisability of Option.






	 	(a)	 	So long as the Participant performs Service, the Option may be exercised only as follows:






	 	(i)	 	the Option shall become exercisable with respect to one-quarter of the total number of
Shares subject to the Option on that date which is twelve (12) months after the Vesting
Commencement Date (the “Anniversary Date”); and
	 
	 	(ii)	 	the Option shall become exercisable with respect to 1/48th of the total
number of Shares subject to the Option on the last day of each full month following the
Anniversary Date, such that the Option shall be exercisable with respect to all Shares on
that date which is four (4) years after the Vesting Commencement Date.






	 	 	 	The Option shall cease to vest on the date of cessation of Services by the Participant,
determined in accordance with Section 4 above.
	 
	 	(b)	 	The Vesting Commencement Date is specified on the signature page below. Shares as to which
this Option may be exercised at any time are herein referred to as “Vested Shares”.
	 
	 	(c)	 	Notwithstanding the foregoing, unless the Participant has on the date of an Acquisition
Event (as such term is defined below) ceased to perform Service for any member of the Company
Group, on the occurrence of an Acquisition Event the vesting of the Option shall accelerate
such that, in addition to any Shares that are then Vested Shares pursuant to Section 5(a)
above, the Option shall be exercisable with respect to that number of Shares that would have
become exercisable in accordance with Section 5(a) above if the Participant had continued in
Service for a period of twelve (12) full months commencing on the date of the Acquisition
Event.
	 
	 	(d)	 	The right of exercise shall be cumulative so that to the extent the option is not exercised
in any period to the maximum extent permissible it shall continue to be exercisable, in whole
or in part, with respect to all unpurchased Vested Shares until the earlier of the fifth
anniversary of the Option Date or the termination of this option under Section 4 hereof or the
Plan.




 









 












	6.	 	“Market Stand Off” Agreement.






	 	(a)	 	If requested in writing by the Company or any underwriter of the securities of the Company,
the Participant hereby agrees not to sell or otherwise transfer or dispose of any of the Shares
for a period not to exceed 180 days following the effective date of a registration statement or
receipt date of a (final) prospectus of the Company and, at the Company or such underwriter’s
request, shall sign a lock-up agreement to such effect.
Such agreement shall be in writing in form satisfactory to the Company or such underwriter.
The Company may impose stop-transfer instructions with respect to the Shares subject to the
foregoing restriction until the end of such period.
	 
	 	(b)	 	The provisions contained in this Section 6 shall not apply to any transfer of Shares to or
in trust for the sole benefit of the Participant, or any member of the immediate family of the
Participant (provided such transfer is otherwise permitted pursuant to OSC Rule 45-503 and
other applicable securities laws), provided that such transferee agrees in writing to be
subject to the terms of this Agreement.






	7.	 	Restriction Agreement.
	 
	 	 	By accepting the grant of the Option, the Participant hereby acknowledges and agrees that (a)
the Participant has read and understood the Restriction Agreement, (b) the Restriction
Agreement contains a repurchase right and right of first refusal in favour of the Company and
certain restrictions on the voting of the Shares and requirements to tender the Shares to, and
otherwise vote and act to approve, an Approved Sale (as such term is defined therein), and (c)
on the exercise of the Option, the Participant and the Shares shall be subject to the terms,
provisions, restrictions and obligations set forth in the Restriction Agreement. As a condition
of the exercise of the Option, if requested by the Company, the Participant hereby agrees to
become a party to, in addition to or in lieu of the Restriction Agreement, any shareholder
agreement generally applicable at the time of exercise to Employees, Directors and/or
Consultants of the Company Group.
	 
	8.	 	Notices.
	 
	 	 	All notices or demands given pursuant to this Agreement shall be in writing and shall be deemed
to have been sufficiently given if delivered by hand or sent by facsimile, or by certified or
registered mail, postage prepaid, addressed to the Company at its principal office or to the
Participant (or the Participant’s legal representatives) at the address stated in the
Participant’s (or their) notice or at the Participant’s address appearing on the books of the
Company.
	 
	9.	 	No Service Commitment; Tax Treatment.
	 
	 	 	Nothing herein contained shall be deemed to be or constitute an agreement or commitment by the
Company or any other member of the Company Group to continue the Participant in Service. The
Company makes no representation about the tax treatment to the Participant with respect to
receipt or exercise of the Option or acquiring, holding or disposing of the Shares. The
Participant represents that the Participant has had the opportunity to discuss such treatment
with the Participant’s tax adviser. The Participant shall have no rights as a




 









 






	 	 	stockholder with respect to the Shares subject to the Option until the exercise of the Option
and the issuance of a stock certificate for the Shares with respect to which the Option shall
have been exercised.
	 
	10.	 	Adjustment in Shares.
	 
	 	 	In the event of any stock dividends, stock splits, stock combinations, recapitalizations and
other similar changes in the capital structure of the Company after the Option Date, the number
of shares of Common Stock deliverable upon the exercise of this Option shall be appropriately
increased or decreased proportionately, and appropriate adjustments shall be made in the Option
Price to reflect such subdivision, combination or stock dividend. In the event of a change of
the Common Stock resulting from a merger or similar reorganization as to which the Company is
the surviving corporation after the Option Date the number and kind of Shares subject to this
Option and the Option Price thereof shall be appropriately adjusted in such manner as the Board
may deem equitable to prevent dilution or enlargement of the rights available or granted
hereunder. The Board’s determination in any specific situation shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price of shares of
Common Stock subject to this Option.
	 
	11.	 	Acquisition Events.






	 	(a)	 	An “Acquisition Event” shall mean: (i) any merger or consolidation after which the
voting securities of the Company outstanding immediately prior thereto represent (either by
remaining outstanding or by being converted into voting securities of the surviving or
acquiring entity) less than 50% of the combined voting power of the voting securities of the
Company or such surviving or acquiring entity outstanding immediately after such event; or (ii)
any sale of all or substantially all of the assets or capital stock of the Company (other than
in a spin-off or similar transaction); or (iii) any other acquisition of the business of the
Company, as determined by the Board.
	 
	 	(b)	 	Upon the occurrence of an Acquisition Event, the Board or the board of directors of any
entity assuming the obligations of the Company hereunder (as used in this Section 11(b), also
the “Board”) shall, as to this Option, either (i) make appropriate provision for the
continuation of this Option by substituting on an equitable basis for the Shares then subject
to this Option either (1) the consideration payable with respect to the outstanding shares of
Common Stock in connection with the Acquisition Event, (2) shares of stock of the surviving or
successor corporation or (3) such other securities as the Board deems appropriate, the Fair
Market Value of which shall not materially differ from the Fair Market Value of the shares of
Common Stock subject to this Option immediately preceding the Acquisition Event; or (ii) upon
written notice to the Participant, provide that this Option must be exercised, to the extent
then exercisable or to be exercisable as a result of the Acquisition Event, within a specified
number of days of the date of such notice, at the end of which period this Option shall
terminate; or (iii) terminate this Option in exchange for a cash payment equal to the excess of
the fair




 









 






	 	 	 	market value of the Shares subject to this Option (to the extent then exercisable or to be
exercisable as a result of the Acquisition) over the Option Price.
	 
	 	(c)	 	In the event of the proposed dissolution or liquidation of the Company, this Option will
terminate immediately prior to the consummation of such proposed action or at such other time
and subject to such other conditions as shall be determined by the Board.






	12.	 	Restrictions on Transfer.
	 
	 	 	Any restrictions on transfer of shares of the capital stock of the Company contained in the
Certificate of Incorporation or By-laws shall also apply to the Shares.
	 
	13.	 	Miscellaneous.
	 
	 	 	This Agreement shall be governed by, and construed and enforced in accordance with, the laws of
Ontario and the federal laws of Canada applicable therein applicable to contracts made in and
to be wholly performed within Ontario. This Agreement shall be binding upon and inure to the
benefit of the heirs and legal representatives of the Participant and the successors and
assigns of the Company, but shall not be assigned by the Participant at any time without the
prior written permission of the Company, and any such attempted assignment shall be void.





{Remainder of page intentionally left blank.}




 









 





IN WITNESS WHEREOF the parties have executed this Incentive Stock Option Agreement as
of the Option Date set forth below.




	 	 	 

	Name of Participant:
	 	 
	 
	Type of Service:

	 	Employee
	 
	Option Date:
	 	 
	 
	No. of Shares:
	 	 
	 
	Option Price (Per Share):
	 	 
	 
	Vesting Commencement Date:
	 	 






	 	 	 	 	 

	 	 	 
	Signature of Participant	 	 
	 
	 	 	 	 
	Address:

	 	 
	 	 
	 

	 	 	 	 
	 
	 
	 	 	 	 
	 	 	 
	 
	 
	 	 	 	 
	 	 	 




Accepted, as the issuer of the Shares, in accordance with the terms of the foregoing Incentive
Stock Option Agreement as of the foregoing Option Date.




	 	 	 	 	 

	SiGe Semiconductor, Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Its:

	 	William H Burke
	 	 






 









 





Exhibit 1




SiGe Semiconductor, Inc.



2002 Stock Plan



	 	 	 

	Name of Participant:

	 	 
	 

	 	 
	 
	 	 
	Date of Exercise:
	 	 
	 

	 	 





EXERCISE FORM AND RESTRICTION AGREEMENT




SiGe Semiconductor, Inc.

2680 Queensview Drive

Ottawa, Ontario

K2B 8J9

Canada




Dear Sir/Madam:



The undersigned optionee (the “Participant”), presently or formerly an Employee, Director,
or Consultant of SiGe Semiconductor, Inc. (the “Company”) or an Affiliated Entity was
granted a stock option (the “Option”) to purchase                      shares of common stock of
the Company at an exercise price of US$                     per share on                     ,                      pursuant to the
Company’s 2002 Stock Plan (the “Plan”) and a Stock Option Agreement dated                     ,                     
(the “Option Agreement”). This letter agreement between the Company and the Participant is
referred to herein as the “Agreement”. Capitalized terms not otherwise defined in this
Agreement shall have the meanings defined in the Plan.





	1.	 	Exercise of Option.




The Participant hereby elects to exercise the Option as to                     shares of common stock of
the Company (the “Shares”). The term “Shares” as used in this Agreement shall also include
any shares issued in respect of the Shares, as stock dividends or on stock splits, or otherwise.





	2.	 	Payment.




Enclosed herewith is full payment in the amount of US$                     for the Shares in the
manner set forth in the Option Agreement. The Participant will make adequate provision for






 









 







any federal and provincial income tax withholding obligations of the Company, if any, as more fully
set forth in the Option Agreement and the Plan.





	3.	 	Investment Representations.






	 	(a)	 	The Participant represents and warrants that the Participant is acquiring the Shares for
the Participant’s own account for investment and not with a view to, or for sale in connection
with, any distribution of the Shares. The Participant also represents that the Participant does
not have any present intention of selling, offering to sell or otherwise disposing of or
distributing the Shares or any portion thereof; and that, subject to the right of the
Participant to register the Shares in the joint names of the Participant and the Participant’s
spouse if permitted under OSC Rule 45-503 and other applicable securities laws, the entire
legal and beneficial interest of the Shares is being purchased for, and will be held for the
account of, the Participant only and not for any other person.
	 
	 	(b)	 	The Participant represents and warrants that the acquisition by the Participant of the
Shares is voluntary, and that the Participant has not been induced to purchase the Shares by
expectation of future or continued employment by, appointment as an officer of, or engagement
as a Consultant by, the Company or any Affiliated Entity.
	 
	 	(c)	 	The Participant further represents and warrants that at no time was the Participant
presented with or solicited by any form of general solicitation or any general advertising,
including, but not limited to, any advertisement, article, notice or other communication
published in any newspaper, magazine, or similar media or broadcast over television or radio or
presented at any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.
	 
	 	(d)	 	The Participant acknowledges and understands that the purchase of the Shares is a highly
speculative investment, and the Participant represents and warrants that the Participant is
able, without impairing the Participant’s financial condition, to hold the Shares for an
indefinite period of time and to suffer a complete loss of the investment.
	 
	 	(e)	 	The Participant further acknowledges and understands that the Shares have not been
registered under the United States Securities Act of 1933, as amended (the “1933 Act”)
and have not been qualified for resale under applicable Canadian securities laws, and that
consequently the Shares must be held indefinitely unless they are subsequently registered under
the 1933 Act and/or qualified for resale under applicable Canadian securities laws, or an
exemption from such registration and/or qualification is available. The Participant further
acknowledges and understands that the Company is under no obligation to register or qualify the
Shares, that, in the absence of registration and qualification, the Shares may be transferred
only under limited circumstances, and that transfer of the Shares is subject to restrictions
contained in the Certificate of Incorporation and By-laws of the Company, as amended from time
to time, and restrictions contained in the Option Agreement and this Agreement. The Participant
understands that the instrument evidencing the Shares will be imprinted with legends which
prohibit the transfer of the Shares unless they are registered or such registration














 






	 	 	 	is not required in the opinion of counsel satisfactory to the Company. The Participant does
not have any contract, agreement or arrangement with any person to sell, transfer or grant
participations, to such person or to any third person with respect to any of the Shares.
	 
	 	(f)	 	The Participant agrees further that said Shares are being acquired by the Participant in
accordance with and subject to the terms, provisions and conditions of the Plan and the Option
Agreement, to each of which the Participant hereby expressly assents. Such terms, provisions
and conditions shall bind and inure to the benefit of the Participant’s heirs, legal
representatives, successors and assigns.






	4.	 	Drag-Along.






	 	(a)	 	Definition of “Sale of the Company”. In this Agreement, the term “Sale of the
Company” shall mean the (a) consolidation or merger (or equivalent transaction in any
foreign jurisdiction) of the Company or any subsidiary into or with any other entity or
entities (except a merger in which the Company is the surviving corporation and the holders of
the Company’s voting stock outstanding immediately prior to the transaction constitute the
holders of a majority of the voting stock outstanding immediately following the transaction or
a consolidation or merger of a subsidiary the result of which is that the Company, directly or
indirectly, owns all of the issued and outstanding capital stock, and any rights to acquire
capital stock, of the surviving corporation immediately following the transaction), (b) the
sale or transfer of all or substantially all the assets of the Company or any subsidiary, (c)
the sale, exchange or transfer by the Company’s stockholders, in a single transaction or series
of related transactions, of capital stock representing a majority of the voting power at
elections of directors of the Company, or (d) the exclusive, irrevocable licensing of all or
substantially all of the intellectual property of the Company or any subsidiary to any party
other than a subsidiary.
	 
	 	(b)	 	Obligations of Participant. At any time that the holders of a majority in interest
of the Common Stock of the Company (assuming exchange of the then outstanding Common
Exchangeable Shares of the Canadian Subsidiary and assuming the conversion of any Preferred
Stock of the Company on an as-converted basis) propose a Sale of the Company, the holders of a
majority in interest of the then outstanding shares of Common Stock (assuming exchange of the
then outstanding Common Exchangeable Shares of the Canadian Subsidiary and assuming the
conversion of any Preferred Stock on an as-converted basis) shall be entitled to deliver notice
to the Company that such holders desire the Participant to enter into agreements with one or
more persons that would result in a Sale of the Company (an “Approved Sale”), whereupon
the Participant shall consent to and raise no objections against the Approved Sale, and if the
Approved Sale is structured as (i) a merger or consolidation of the Company, the Participant
shall, and hereby agrees to, waive any dissenter’s rights, appraisal rights or similar rights
in connection with such merger or consolidation and instruct the Board to vote in favor of such
Approved Sale, or (ii) a sale of shares of capital stock, the Participant shall, and hereby
agrees to, agree to sell its Shares on the terms and conditions approved by such holders. The
Participant shall take all necessary and














 






	 	 	 	desirable actions in connection with the consummation of the Approved Sale, including the
execution of such agreements and such instruments and other actions reasonable necessary to
(a) provide the representations, warranties, indemnities, covenants, conditions, escrow
agreements and other provisions and agreements relating to such Approved Sale which are
customary for a transaction of that nature and (b) to effectuate the allocation and
distribution of the aggregate consideration upon the Approved Sale so that the Participant
shall receive the same portion of the aggregate consideration from such Approved Sale that
such Participant would have received if such aggregate consideration (in the case of an
asset sale, after payment or provision of all liabilities) had been distributed by the
Company upon a Liquidation Event (as such term is defined in the Certificate of
Incorporation, as amended, of the Company).
	 
	 	(c)	 	Proxy. The Participant hereby grants an irrevocable proxy and power of attorney to
the Secretary of the Company (the “Nominee”) to take all necessary actions and execute and
deliver all documents deemed necessary and appropriate by such person to effectuate sub-section
(b) above. The Participant hereby agrees to indemnify defend and hold the Nominee harmless
(severally and not jointly) against all liability, loss or damage, together with all reasonable
costs and expenses (including reasonable legal fees and expenses), relating to or arising from
its exercise of the proxy and power of attorney granted hereby.
	 
	 	(d)	 	Termination. The obligations of the Participant in this Section 4 shall terminate
on the date immediately prior to the closing of a public offering of securities by the Company
pursuant to a registration statement under the 1933 Act or a prospectus filed under Canadian
securities laws.






	5.	 	Repurchase Right.






	 	(a)	 	Repurchase of Shares upon Termination of Service. The following repurchase
provisions hereby are imposed upon the Shares.
	 
	 	(b)	 	Repurchase Rights. If the Participant shall at any time cease to perform Service
(as such term is defined in the Option Agreement), then the Company shall have the right, but
not the obligation, to purchase or to designate one or more purchasers for all or any portion
of the Shares held by the Participant at a price per share equal to the Fair Market Value of
the Shares on the date of repurchase.
	 
	 	(c)	 	Repurchase Procedures. Upon notice from the Company of exercise of its rights
hereunder, the Participant shall transfer the Shares designated for repurchase to the Company
or its designee(s) against payment by the Company or its designee(s) of the purchase price as
specified above. If the Company shall fail to exercise its rights under this Section 5 within
ninety (90) days of the receipt of notification that the Participant has ceased to perform
Service, the repurchase rights with respect to the Shares imposed by this Section 5 shall
terminate.
	 
	 	(d)	 	Failure of Holder to Comply. If the Participant fails to comply with any of the
provisions of this Section 5, the Company, at its option and in addition to its other




 









 






	 	 	 	remedies, may suspend the rights of the Participant to vote or to receive dividends on the
Shares or may refuse to register on its books any transfer of the Shares or otherwise to
recognize any transfer or change in the ownership of the Shares or in the right to vote
thereon, until the provisions of this Section 5 are complied with to the satisfaction of the
Company.
	 
	 	(e)	 	Termination. The obligations of the Participant in this Section 5 shall terminate
on the date immediately prior to the closing of a public offering of securities by the Company
pursuant to a registration statement under the 1933 Act or a prospectus filed under Canadian
securities laws.






	6.	 	Right of First Refusal.






	 	(a)	 	Grant. The Company is hereby granted a right of first refusal (the “First
Refusal Right”), exercisable in connection with any proposed transfer, sale, exchange,
assignment, gift, bequest, disposition, mortgage, charge, pledge, encumbrance, grant of
security interest or other disposition of the Shares (a “Disposition”). The Company
may assign its First Refusal Right to a third party or parties designated by the Company its
sole discretion.
	 
	 	(b)	 	Notice of Intended Disposition. If the Participant desires to accept a bona fide
third-party offer for any or all of the Shares held by the Participant (the Shares subject to
such offer to be hereinafter called the “Target Shares”), the Participant shall
promptly deliver to the Secretary of the Company written notice (the “Disposition
Notice”) of the terms and conditions of the offer, including the purchase price and the
identity of the third-party offeror.
	 
	 	(c)	 	Exercise of Right. The Company (or its assignees) shall, for a period of thirty
(30) days following receipt of the Disposition Notice, have the right to purchase any or all of
the Target Shares specified in the Disposition Notice upon substantially the same terms and
conditions specified therein. Such right shall be exercisable by delivery of written notice
(the “Exercise Notice”) to the Participant prior to the expiration of the thirty (30)
day exercise period. If such right is exercised with respect to all the Target Shares
specified in the Disposition Notice, then the Company (or its assignees) shall effect the
purchase of the Target Shares, including payment of the purchase price, not more than five (5)
business days after delivery of the Exercise Notice; and at such time the Participant shall
deliver to the Company (or its assignees) the certificates representing the Target Shares to be
purchased, each certificate to be properly endorsed for transfer.
	 
	 	(d)	 	Non-Exercise of Right. If the Exercise Notice is not given to the Selling
Shareholder within thirty (30) days following the date of the Company’s receipt of the
Disposition Notice, the Participant may sell or otherwise dispose of the Target Shares to the
third-party offeror identified in the Disposition Notice upon terms and conditions (including
the purchase price) no more favourable to such third-party offeror than those specified in the
Disposition Notice; provided, however, that any such sale or disposition must
not be otherwise effected in contravention of the provisions of the Plan, the Option




 









 






	 	 	 	Agreement or this Agreement and must be concluded no later than ninety (90) days from the
date of delivery of the Disposition Notice.
	 
	 	(e)	 	Obligations of Transferee. Each person or entity (other than the Company) who
receives Shares as a result of a Disposition shall, as a condition precedent to the validity of
such Disposition, acknowledge in writing in a form satisfactory to the Company, that the Shares
subject to the Disposition are subject to (i) the drag-along provisions of Section 4, (ii) the
repurchase right in Section 5, (iii) the First Refusal Right in this Section 6, and (iv) the
market stand-off provisions of Section 7, to the same extent such Shares would be so subject if
retained by the Participant.
	 
	 	(f)	 	Termination. The obligations of the Participant in this Section 6 shall terminate
on the date immediately prior to the closing of a public offering of securities by the Company
pursuant to a registration statement under the 1933 Act or a prospectus filed under Canadian
securities laws.






	7.	 	Market Stand-Off.






	 	(a)	 	If requested in writing by the Company or any underwriter of the securities of the Company,
the Participant hereby agrees not to sell or otherwise transfer or dispose of any of the Shares
for a period not to exceed 180 days following the effective date of a registration statement or
receipt date of a (final) prospectus of the Company and, at the Company or such underwriter’s
request, shall sign a lock-up agreement to such effect.
Such agreement shall be in writing in form satisfactory to the Company or such underwriter.
The Company may impose stop-transfer instructions with respect to the Shares subject to the
foregoing restriction until the end of such period.
	 
	 	(b)	 	The provisions contained in this Section 7 shall not apply to any transfer of Shares to or
in trust for the sole benefit of the Participant, or any member of the immediate family of the
Participant (provided such transfer is otherwise permitted pursuant to OSC Rule 45-503 and
other applicable securities laws), provided that such transferee agrees in writing to be
subject to the terms of this Agreement.






	8.	 	Legend.
	 
	 	 	In addition to any legend referred to in the Plan or the Option Agreement, the Participant
hereby agrees that the following legend, or words of similar effect, shall be stamped or
otherwise imprinted on the certificate or certificates evidencing the Shares:






THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF THE ISSUER
TO REPURCHASE CERTAIN OF THE SHARES AND RESTRICTIONS ON TRANSFER OF SUCH SHARES
PURSUANT TO AN EXERCISE FORM AND RESTRICTION AGREEMENT BETWEEN THE ISSUER AND THE
HOLDER OF THIS CERTIFICATE. A COPY OF SUCH AGREEMENT IS ON FILE AND IS AVAILABLE
FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.



 









 






	9.	 	Spousal Consent.
	 
	 	 	The Participant agrees to obtain the consent of the Participant’s spouse to any such agreement
which may be required by the Company.
	 
	10.	 	Address for Notice.
	 
	 	 	The Participant’s address of record is:





	 	 	 

	 
	 
	 	 
	
and the Participant’s Social Insurance Number is:

	 	 
	 

	 	 






	11.	 	Miscellaneous.
	 
	 	 	This Agreement is intended to be a binding agreement between the Company and the Participant.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of
Ontario and the federal laws of Canada applicable therein applicable to contracts made in and
to be wholly performed within Ontario. This Agreement shall be binding upon and inure to the
benefit of the heirs and legal representatives of the Participant and the successors and
assigns of the Company, but shall not be assigned by the Participant at any time without the
prior written permission of the Company, and any such attempted assignment shall be void.





	 	 	 

	Very truly yours,

	 	 
	 
	 	 
	 
	 	 
	Signature of Participant
	 	 






Spouse of the Participant to sign below:



The undersigned, being the spouse of the Participant exercising the option as set forth above, does
hereby acknowledge that the undersigned has read and is familiar with the provisions of the above
Stock Option Exercise Form and Restriction Agreement, the Plan, and the Option Agreement, and the
undersigned hereby agrees thereto and joins therein to the extent, if any, that the agreement and
joinder of the undersigned may be necessary.




	 	 	 

	 
	Signature of Spouse of Participant
	 
	 	 
	Dated:

	 	 
	 

	 	 





 









 






	 	 	 

	Receipt of the above is hereby acknowledged.
	 
	 	 
	SiGe Semiconductor, Inc.
	 
	 	 
	By:
	 	 
	 

	 	 
	 
	Its:
	 	 
	 

	 	 
	 
	Dated:
	 	 
	 

	 	 





 









 










Name of Participant




SiGe Semiconductor, Inc.




STOCK OPTION AGREEMENT

2002 Stock Plan



FOREIGN PARTICIPANTS 


THIS AGREEMENT is entered into by and between SiGe Semiconductor, Inc., a Delaware corporation with
its principal office at 1050 Morrison Drive, Suite 100, Ottawa, Ontario K2H 8K7, Canada
(hereinafter the “Company”), and the undersigned Employee, Director or Consultant of the
Company Group (as such term is defined below) (hereinafter the “Participant”).



WHEREAS, the Participant performs work for the Company Group as an Employee, Director or Consultant
as specified on the signature page below (such services to be collectively herein referred to as
“Service”), and the Company desires to grant a stock option to the Participant;



NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the
parties hereto hereby agree as follows:





	1.	 	Grant, Exercisability and Term of Option.






	 	(a)	 	The Company hereby grants to the Participant pursuant to the Company’s 2002 Stock
Plan (the “Plan”), a copy of which is attached as Exhibit 2, the option
(the “Option”) to purchase from the Company upon the terms and conditions
hereinafter set forth the number of shares (“Shares”) of the common stock,
US$0.0001 par value, (“Common Stock”) of the Company set forth on the signature
page below at the purchase price per Share so set forth (the “Option Price”).
The date of grant of this Option is the date set forth on the signature page of this
Agreement as the “Option Date”.
	 
	 	(b)	 	This Option may be exercised only as to Shares which are “Vested Shares”, as defined in
Section 5, at the time of exercise, and such exercise is subject to any other restrictions provided
in Section 4. This option shall expire on the fifth anniversary of the Option Date, unless the
Option is sooner terminated as hereinafter specified. Only whole Shares may be purchased pursuant
to this Option.





 









 






	2.	 	Conditions and Limitations.






	 	(a)	 	The Option is granted on the condition that the purchase of Shares hereunder
shall be for investment purposes and not with a view to resale or distribution, except
that such condition shall be inoperative if the offering of Shares subject to the Option
is registered under the United States Securities Act of 1933, as amended (the “1933
Act”) and is not subject to any hold period, seasoning period or resale restriction
under applicable foreign securities laws, or if in the opinion of counsel for the
Company such Shares may be resold without registration under the 1933 Act or
registration or qualification under applicable foreign securities laws. At the time of
the exercise of the Option or any installment thereof, the Participant will execute an
Exercise Form and Restriction Agreement in substantially the form attached as
Exhibit 1 (the “Restriction Agreement”) and such further agreements as
the Company may require to implement the foregoing condition and to acknowledge the
Participant’s familiarity with restrictions on the resale of the Shares under applicable
U.S. and foreign securities laws, and the Company may stamp such legend on the
certificate representing the Shares as may be necessary or appropriate in light of the
foregoing condition.
	 
	 	(b)	 	The Company will furnish upon request of the Participant copies of the
certificate of incorporation of the Company, as amended (the “Certificate of
Incorporation”), and By-laws of the Company, as amended (the “By-laws”),
such publicly available financial and other information concerning the Company and its
business and prospects as may be reasonably requested by the Participant in connection
with exercise of this Option (and such other financial and other information concerning
the Company as may be required to be delivered to Optionees from time to time pursuant
to applicable laws).
	 
	 	(c)	 	Except with the prior written consent of the Board, the Option shall not be transferable
otherwise than by will or by the laws of descent and distribution, and except as provided in
Section 4 the Option shall be exercisable during the lifetime of the Participant by the Participant
only. Notwithstanding the foregoing, however, if the Participant is determined to be mentally
incompetent and a guardian or conservator (or other similar person) is appointed by a court of
competent jurisdiction to manage the Participant’s affairs, the guardian or conservator (or other
similar person) may exercise the Option on behalf of the Participant, provided that such exercise
is made within the time limits prescribed herein.
	 
	 	(d)	 	The Option granted in this Agreement is subject to the terms, conditions and definitions of the
Plan. To the extent that the terms, conditions and definitions of this Agreement are inconsistent
with those of the Plan, those of this Agreement shall govern. Capitalized terms not otherwise
defined herein (including the recitals hereto) shall have the meanings defined in the Plan. The
Participant hereby accepts this Option subject to all such provisions of the Plan and agrees that
all decisions under, and interpretations of, such provisions of the Plan by the Board, as defined
in the Plan, shall be final, binding and conclusive upon the Participant and the Participant’s
heirs.





 









 






	 	(e)	 	In the event that the Company, upon the advice of counsel, deems it necessary to
list upon official notice of issuance any shares to be issued pursuant to the Plan on a
national securities exchange or market system in the United States, Canada or any
foreign jurisdiction, or to register under the 1933 Act or other applicable federal or
state statute any shares to be issued pursuant to the Plan, or to qualify any such
shares for exemption from the registration requirements of the 1933 Act under the rules
and regulations of the Securities and Exchange Commission or for similar exemption under
state law, or to qualify any such shares by filing a prospectus or equivalent document
under other applicable securities laws, then the Company shall notify the Participant to
that effect and no Shares shall be issued until such registration, listing, exemption,
or qualification has been obtained or completed. The Company shall make prompt
application for any such registration, listing, exemption or qualification pursuant to
applicable law or rules of such securities exchange which it deems necessary and shall
make reasonable efforts to cause such registration, listing, exemption or qualification
to become and remain effective.






	3.	 	Exercise of Option; Withholding Taxes.






	 	(a)	 	Written notice of the exercise of the Option or any installment thereof shall be
given to the Company in the form attached as Exhibit 1, specifying the number of
shares for which the Option is exercised and accompanied by (i) payment in full of the
Option Price or (ii) irrevocable instructions to a broker to promptly deliver to the
Company full payment in accordance with this Section of the amount necessary to pay the
aggregate exercise price. Payment shall be made (a) in cash, (b) by certified check,
(c) subject to Section 7(g) of the Plan, by actual delivery or deemed delivery and
assignment to the Company of shares of Common Stock owned by the Participant which (i)
have a fair market value not less than the Option Price (as specified on the signature
page below) (provided that the fair market value of such shares of Common Stock for this
purpose shall be deemed to be equal to the Fair Market Value of same), and (ii) have
been owned by the Participant for at least six months prior to the date of delivery or
deemed delivery of such shares (or such other period as may be required to avoid a
charge to the Company’s earnings) or were not acquired, directly or indirectly, from the
Company, (d) by such other consideration and method of payment approved by the Board or
(e) by any combination of the foregoing. Notwithstanding the foregoing, this Option may
not be exercised by delivery and assignment to the Company of shares of Common Stock to
the extent that such delivery and assignment would constitute a violation of the
provisions of any law, or related regulation or rule, or any agreement or Company
policy, restricting the transfer or redemption of the Common Stock. For purposes of
this Section, a deemed delivery of shares shall mean the offset by the Company of a
number of shares subject to the Option against an equal number of shares of the Common
Stock owned by the Participant, which may be accomplished by attestation by the
Participant as to such shares owned. The Company reserves the right to decline to
approve any such procedure in the Company’s sole and absolute discretion.






	 	(b)	 	The Company’s obligation to deliver Shares upon exercise of an Option shall be
subject to the Participant’s satisfaction of all applicable income and employment tax
withholding obligations. Without limiting the generality of the foregoing, the Company




 









 






	 	 	 	shall have the right to deduct from payments of any kind otherwise due to the
Participant any taxes of any kind required by law to be withheld with respect to any
Shares issued upon exercise of the Option. Payment of withholding taxes may be made (i)
by cash, (ii) subject to Section 7(g) of the Plan, through the surrender (by actual or
deemed delivery) of shares of Common Stock which the Participant already owns and which,
except to the extent otherwise permitted by the Board in any instance, have been owned by
the Participant for at least six months prior to the date of delivery or deemed delivery
of such Shares (or such other period as may be required to avoid a charge to the
Company’s earnings) or were not acquired, directly or indirectly, from the Company, or
(iii) to the extent of the minimum applicable federal, provincial and local withholding
rate only, through the surrender of shares of Common Stock to which the Participant is
otherwise entitled under the Plan, subject to the discretion of the Board to require
payment in cash if it determines that payment by other methods is not in the best
interests of the Company.






	4.	 	Termination of Option.
	 
	 	 	In the event that the Participant ceases to perform Service for any member of the Company Group at
any time prior to the exercise of this Option in full, this Option shall terminate according to the
following provisions:






	 	(a)	 	If the Participant ceases to perform Service by reason of resignation, the
Participant may at any time within a period of thirty (30) days after the date of such
cessation of Service exercise the Option to the extent that the Option was exercisable
on the date of such cessation;
	 
	 	(b)	 	If the Participant ceases to perform Service for any reason other than
resignation, death or Disability, the Participant may at any time within a period of
sixty (60) days after the date of such cessation of Service exercise the Option to the
extent that the Option was exercisable on the date of such cessation;
	 
	 	(c)	 	If the Participant ceases to perform Service because of Disability, the
Participant may at any time within a period of one hundred eighty (180) days after the
date of such cessation of Service exercise the Option to the extent that the Option was
exercisable on the date of such cessation; and
	 
	 	(d)	 	If the Participant ceases to perform Service because of death, the Option, to the
extent that the Participant was entitled to exercise it on the date of death, may be
exercised within a period of one hundred eighty (180) days after the Participant’s death
by the person or persons to whom the Participant’s rights under the Option shall pass by
will or by the laws of descent and distribution;






	 	 	provided, however, that this Option may not be exercised to any extent by anyone after the
date of its expiration. Upon the expiration of such limited exercise period or (if earlier)
upon the date of its expiration, the Option shall terminate and cease to be outstanding with
respect to any Vested Shares for which the Option has not been exercised. To the extent the
Participant is not vested in one or more Shares at the time of the Participant’s cessation




 









 






	 	 	of
Service, the Option shall immediately terminate and cease to be outstanding with respect to
all Shares.






	 	 	For the purposes of this Agreement, the date of the cessation of Services shall be the date of
actual cessation of Services as determined by the Company Group without reference to any period of
notice of termination of employment that any member of the Company Group may be required to provide
to the Participant at law or pursuant to the terms of any employment agreement between the
Participant and any member of the Company Group.






	5.	 	Exercisability of Option.






	 	(a)	 	So long as the Participant performs Service, the Option may be exercised only as
follows:






	 	(i)	 	the Option shall become exercisable with respect to one-quarter of the
total number of Shares subject to the Option on that date which is twelve (12)
months after the Vesting Commencement Date (the “Anniversary Date”); and
	 
	 	(ii)	 	the Option shall become exercisable with respect to 1/48th of
the total number of Shares subject to the Option on the last day of each full month
following the Anniversary Date, such that the Option shall be exercisable with
respect to all Shares on that date which is four (4) years after the Vesting
Commencement Date.






	 	 	 	The Option shall cease to vest on the date of cessation of Services by the Participant, determined
in accordance with Section 4 above.
	 
	 	(b)	 	The Vesting Commencement Date is specified on the signature page below. Shares as
to which this Option may be exercised at any time are herein referred to as “Vested
Shares”.
	 
	 	(c)	 	Notwithstanding the foregoing, unless the Participant has on the date of an Acquisition Event
(as such term is defined below) ceased to perform Service for any member of the Company Group, on
the occurrence of an Acquisition Event the vesting of the Option shall accelerate such that, in
addition to any Shares that are then Vested Shares pursuant to Section 5(a) above, the Option shall
be exercisable with respect to that number of Shares that would have become exercisable in
accordance with Section 5(a) above if the Participant had continued in Service for a period of
twelve (12) full months commencing on the date of the Acquisition Event.
	 
	 	(d)	 	The right of exercise shall be cumulative so that to the extent the option is not exercised in
any period to the maximum extent permissible it shall continue to be exercisable, in whole or in
part, with respect to all unpurchased Vested Shares until the earlier of the fifth anniversary of
the Option Date or the termination of this option under Section 4 hereof or the Plan.





 









 






	6.	 	“Market Stand Off” Agreement.






	 	(a)	 	If requested in writing by the Company or any underwriter of the securities of
the Company, the Participant hereby agrees not to sell or otherwise transfer or dispose
of any of the Shares for a period not to exceed 180 days following the effective date of
a registration statement or receipt date of a (final) prospectus of the Company and, at
the Company or such underwriter’s request, shall sign a lock-up agreement to such
effect. Such agreement shall be in writing in form satisfactory to the Company or such
underwriter. The Company may impose stop-transfer instructions with respect to the
Shares subject to the foregoing restriction until the end of such period.
	 
	 	(b)	 	The provisions contained in this Section 6 shall not apply to any transfer of Shares to or in
trust for the sole benefit of the Participant, or any member of the immediate family of the
Participant (provided such transfer is otherwise permitted by other applicable securities laws),
provided that such transferee agrees in writing to be subject to the terms of this Agreement.






	7.	 	Restriction Agreement.
	 
	 	 	By accepting the grant of the Option, the Participant hereby acknowledges and agrees that (a) the
Participant has read and understood the Restriction Agreement, (b) the Restriction Agreement
contains a repurchase right and right of first refusal in favour of the Company and certain
restrictions on the voting of the Shares and requirements to tender the Shares to, and otherwise
vote and act to approve, an Approved Sale (as such term is defined therein), and (c) on the
exercise of the Option, the Participant and the Shares shall be subject to the terms, provisions,
restrictions and obligations set forth in the Restriction Agreement. As a condition of the
exercise of the Option, if requested by the Company, the Participant hereby agrees to become a
party to, in addition to or in lieu of the Restriction Agreement, any shareholder agreement
generally applicable at the time of exercise to Employees, Directors and/or Consultants of the
Company Group.






	8.	 	Notices.
	 
	 	 	All notices or demands given pursuant to this Agreement shall be in writing and shall be deemed to
have been sufficiently given if delivered by hand or sent by facsimile, or by certified or
registered mail, postage prepaid, addressed to the Company at its principal office or to the
Participant (or the Participant’s legal representatives) at the address stated in the Participant’s
(or their) notice or at the Participant’s address appearing on the books of the Company.
	 
	9.	 	No Service Commitment; Tax Treatment.
	 
	 	 	Nothing herein contained shall be deemed to be or constitute an agreement or commitment by the
Company or any other member of the Company Group to continue the Participant in Service. The
Company makes no representation about the tax treatment to the Participant with respect to receipt
or exercise of the Option or acquiring, holding or disposing of the Shares. The Participant
represents that the Participant has had the opportunity to discuss such treatment with the
Participant’s tax adviser. The Participant shall have no rights as a




 









 












	 	 	stockholder with respect to the Shares subject to the Option until the exercise of the Option and
the issuance of a stock certificate for the Shares with respect to which the Option shall have been
exercised.
	 
	10.	 	Adjustment in Shares.
	 
	 	 	In the event of any stock dividends, stock splits, stock combinations, recapitalizations and other
similar changes in the capital structure of the Company after the Option Date, the number of shares
of Common Stock deliverable upon the exercise of this Option shall be appropriately increased or
decreased proportionately, and appropriate adjustments shall be made in the Option Price to reflect
such subdivision, combination or stock dividend. In the event of a change of the Common Stock
resulting from a merger or similar reorganization as to which the Company is the surviving
corporation after the Option Date the number and kind of Shares subject to this Option and the
Option Price thereof shall be appropriately adjusted in such manner as the Board may deem equitable
to prevent dilution or enlargement of the rights available or granted hereunder. The Board’s
determination in any specific situation shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common Stock subject to
this Option.
	 
	11.	 	Acquisition Events.






	 	(a)	 	An “Acquisition Event” shall mean: (i) any merger or consolidation after
which the voting securities of the Company outstanding immediately prior thereto
represent (either by remaining outstanding or by being converted into voting securities
of the surviving or acquiring entity) less than 50% of the combined voting power of the
voting securities of the Company or such surviving or acquiring entity outstanding
immediately after such event; or (ii) any sale of all or substantially all of the assets
or capital stock of the Company (other than in a spin-off or similar transaction); or
(iii) any other acquisition of the business of the Company, as determined by the Board.
	 
	 	(b)	 	Upon the occurrence of an Acquisition Event, the Board or the board of directors of any entity
assuming the obligations of the Company hereunder (as used in this Section 11(b), also the
“Board”) shall, as to this Option, either (i) make appropriate provision for the
continuation of this Option by substituting on an equitable basis for the Shares then subject to
this Option either (1) the consideration payable with respect to the outstanding shares of Common
Stock in connection with the Acquisition Event, (2) shares of stock of the surviving or successor
corporation or (3) such other securities as the Board deems appropriate, the Fair Market Value of
which shall not materially differ from the Fair Market Value of the shares of Common Stock subject
to this Option immediately preceding the Acquisition Event; or (ii) upon written notice to the
Participant, provide that this Option must be exercised, to the extent then exercisable or to be
exercisable as a result of the Acquisition Event, within a specified number of days of the date of
such notice, at the end of which period this Option shall terminate; or (iii) terminate this Option
in exchange for a cash payment equal to the excess of the fair




 









 






	 	 	 	market value of the Shares subject
to this Option (to the extent then exercisable or to be exercisable as a result of the Acquisition)
over the Option Price.






	 	(c)	 	In the event of the proposed dissolution or liquidation of the Company, this Option will
terminate immediately prior to the consummation of such proposed action or at such other time and
subject to such other conditions as shall be determined by the Board.






	12.	 	Restrictions on Transfer.
	 
	 	 	Any restrictions on transfer of shares of the capital stock of the Company contained in the
Certificate of Incorporation or By-laws shall also apply to the Shares.
	 
	13.	 	Miscellaneous.
	 
	 	 	This Agreement shall be governed by, and construed and enforced in accordance with, the laws of
Ontario and the federal laws of Canada applicable therein applicable to contracts made in and to be
wholly performed within Ontario. The Participant hereby irrevocably and unconditionally attorns to
the exclusive jurisdiction of the courts of the Province of Ontario and all courts competent in
appeals therefrom. This Agreement shall be binding upon and inure to the benefit of the heirs and
legal representatives of the Participant and the successors and assigns of the Company, but shall
not be assigned by the Participant at any time without the prior written permission of the Company,
and any such attempted assignment shall be void.





{Remainder of page intentionally left blank.}






 









 








IN WITNESS WHEREOF the parties have executed this Stock Option Agreement as of the Option Date set
forth below.




	 	 	 	 	 

	Name of Participant:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Type of Service:

	 	Employee	 	 
	 
	 	 	 	 
	Option Date:

	 	DATE	 	 
	 
	 	 	 	 
	No. of Shares:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Option Price (Per Share):

	 	US$	 	 
	 
	 	 	 	 
	Vesting Commencement Date:

	 	DATE	 	 






	 	 	 	 	 	 	 

	 	 	 	 	 
	 	 	Signature of Participant	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 




Accepted, as the issuer of the Shares, in accordance with the terms of the foregoing Stock Option
Agreement as of the foregoing Option Date.




	 	 	 	 	 	 	 

	 	 	SiGe Semiconductor, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	William H. Burke	 	 






 









 





Exhibit 1




SiGe Semiconductor, Inc.



2002 Stock Plan



	 	 	 	 	 

	 

	 	Name of Participant:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Date of Exercise:	 	 
	 

	 	 	 	 





EXERCISE FORM AND RESTRICTION AGREEMENT 




SiGe Semiconductor, Inc.

2680 Queensview Drive

Ottawa, Ontario

K2B 8J9

Canada




Dear Sir/Madam:



The undersigned optionee (the “Participant”), presently or formerly an Employee, Director,
or Consultant of SiGe Semiconductor, Inc. (the “Company”) or an Affiliated Entity was
granted a stock option (the “Option”) to purchase                      shares of common stock of
the Company at an exercise price of US$  per share on                     , ___ pursuant to the
Company’s 2002 Stock Plan (the “Plan”) and a Stock Option Agreement dated                      ,
___ (the “Option Agreement”). This letter agreement between the Company and the
Participant is referred to herein as the “Agreement”. Capitalized terms not otherwise
defined in this Agreement shall have the meanings defined in the Plan.





	1.	 	Exercise of Option.




The Participant hereby elects to exercise the Option as to                     
shares of common stock of
the Company (the “Shares”). The term “Shares” as used in this Agreement shall also include
any shares issued in respect of the Shares, as stock dividends or on stock splits, or otherwise.





	2.	 	Payment.




Enclosed herewith is full payment in the amount of US$                     for the Shares
in the manner set forth in the Option Agreement. The Participant will make adequate provision for





 









 







any federal and provincial income tax withholding obligations of the Company, if any, as more fully
set forth in the Option Agreement and the Plan.





	3.	 	Investment Representations.






	 	(a)	 	The Participant represents and warrants that the Participant is acquiring the
Shares for the Participant’s own account for investment and not with a view to, or for
sale in connection with, any distribution of the Shares. The Participant also
represents that the Participant does not have any present intention of selling, offering
to sell or otherwise disposing of or distributing the Shares or any portion thereof; and
that, subject to the right of the Participant to register the Shares in the joint names
of the Participant and the Participant’s spouse if permitted under applicable securities
laws, the entire legal and beneficial interest of the Shares is being purchased for, and
will be held for the account of, the Participant only and not for any other person.
	 
	 	(b)	 	The Participant represents and warrants that the acquisition by the Participant
of the Shares is voluntary, and that the Participant has not been induced to purchase
the Shares by expectation of future or continued employment by, appointment as an
officer of, or engagement as a Consultant by, the Company or any Affiliated Entity.
	 
	 	(c)	 	The Participant further represents and warrants that at no time was the
Participant presented with or solicited by any form of general solicitation or any
general advertising, including, but not limited to, any advertisement, article, notice
or other communication published in any newspaper, magazine, or similar media or
broadcast over television or radio or presented at any seminar or meeting whose
attendees have been invited by any general solicitation or general advertising.
	 
	 	(d)	 	The Participant acknowledges and understands that the purchase of the Shares is a
highly speculative investment, and the Participant represents and warrants that the
Participant is able, without impairing the Participant’s financial condition, to hold
the Shares for an indefinite period of time and to suffer a complete loss of the
investment.
	 
	 	(e)	 	The Participant further acknowledges and understands that the Shares have not
been registered under the United States Securities Act of 1933, as amended (the
“1933 Act”) and have not been qualified for resale under any foreign securities
laws, and that consequently the Shares must be held indefinitely unless they are
subsequently registered under the 1933 Act and/or qualified for resale under applicable
foreign securities laws, or an exemption from such registration and/or qualification is
available. The Participant further acknowledges and understands that the Company is
under no obligation to register or qualify the Shares, that, in the absence of
registration and qualification, the Shares may be transferred only under limited
circumstances, and that transfer of the Shares is subject to restrictions contained in
the Certificate of Incorporation and By-laws of the Company, as amended from time to
time, and restrictions contained in the Option Agreement and this Agreement. The
Participant understands that the instrument evidencing the Shares will be imprinted with
legends which prohibit the transfer of the Shares unless they are registered or such
registration is not required in the opinion of counsel satisfactory to the Company. The
Participant 




 









 






	 	 	 	does not have any contract, agreement or arrangement with any person to
sell, transfer or grant participations, to such person or to any third person with
respect to any of the Shares.






	 	(f)	 	The Participant agrees further that said Shares are being acquired by the
Participant in accordance with and subject to the terms, provisions and conditions of
the Plan and the Option Agreement, to each of which the Participant hereby expressly
assents. Such terms, provisions and conditions shall bind and inure to the benefit of
the Participant’s heirs, legal representatives, successors and assigns.






	4.	 	Drag-Along.






	 	(a)	 	Definition of “Sale of the Company”. In this Agreement, the term
“Sale of the Company” shall mean the (a) consolidation or merger (or equivalent
transaction in any foreign jurisdiction) of the Company or any subsidiary into or with
any other entity or entities (except a merger in which the Company is the surviving
corporation and the holders of the Company’s voting stock outstanding immediately prior
to the transaction constitute the holders of a majority of the voting stock outstanding
immediately following the transaction or a consolidation or merger of a subsidiary the
result of which is that the Company, directly or indirectly, owns all of the issued and
outstanding capital stock, and any rights to acquire capital stock, of the surviving
corporation immediately following the transaction), (b) the sale or transfer of all or
substantially all the assets of the Company or any subsidiary, (c) the sale, exchange or
transfer by the Company’s stockholders, in a single transaction or series of related
transactions, of capital stock representing a majority of the voting power at elections
of directors of the Company, or (d) the exclusive, irrevocable licensing of all or
substantially all of the intellectual property of the Company or any subsidiary to any
party other than a subsidiary.
	 
	 	(b)	 	Obligations of Participant. At any time that the holders of a majority
in interest of the Common Stock of the Company (assuming exchange of the then
outstanding Common Exchangeable Shares of the Canadian Subsidiary and assuming the
conversion of any Preferred Stock of the Company on an as-converted basis) propose a
Sale of the Company, the holders of a majority in interest of the then outstanding
shares of Common Stock (assuming exchange of the then outstanding Common Exchangeable
Shares of the Canadian Subsidiary and assuming the conversion of any Preferred Stock on
an as-converted basis) shall be entitled to deliver notice to the Company that such
holders desire the Participant to enter into agreements with one or more persons that
would result in a Sale of the Company (an “Approved Sale”), whereupon the
Participant shall consent to and raise no objections against the Approved Sale, and if
the Approved Sale is structured as (i) a merger or consolidation of the Company, the
Participant shall, and hereby agrees to, waive any dissenter’s rights, appraisal rights
or similar rights in connection with such merger or consolidation and instruct the Board
to vote in favor of such Approved Sale, or (ii) a sale of shares of capital stock, the
Participant shall, and hereby agrees to, agree to sell its Shares on the terms and
conditions approved by such holders. The Participant shall take all necessary and
desirable actions in connection with the consummation of the Approved Sale, including





 









 





	 	 	 	the execution of such agreements and such instruments and other actions reasonable
necessary to (a) provide the representations, warranties, indemnities, covenants,
conditions, escrow agreements and other provisions and agreements relating to such
Approved Sale which are customary for a transaction of that nature and (b) to effectuate
the allocation and distribution of the aggregate consideration upon the Approved Sale so
that the Participant shall receive the same portion of the aggregate consideration
from such Approved Sale that such Participant would have received if such aggregate
consideration (in the case of an asset sale, after payment or provision of all
liabilities) had been distributed by the Company upon a Liquidation Event (as such term
is defined in the Certificate of Incorporation, as amended, of the Company).






	 	(c)	 	Proxy. The Participant hereby grants an irrevocable proxy and power of
attorney to the Secretary of the Company (the “Nominee”) to take all necessary
actions and execute and deliver all documents deemed necessary and appropriate by such
person to effectuate sub-section (b) above. The Participant hereby agrees to indemnify
defend and hold the Nominee harmless (severally and not jointly) against all liability,
loss or damage, together with all reasonable costs and expenses (including reasonable
legal fees and expenses), relating to or arising from its exercise of the proxy and
power of attorney granted hereby.
	 
	 	(d)	 	Termination. The obligations of the Participant in this Section 4 shall terminate on
the date immediately prior to the closing of a public offering of securities by the Company
pursuant to a registration statement under the 1933 Act or a prospectus filed under Canadian
securities laws.






	5.	 	Repurchase Right.






	 	(a)	 	Repurchase of Shares upon Termination of Service. The following
repurchase provisions hereby are imposed upon the Shares.
	 
	 	(b)	 	Repurchase Rights. If the Participant shall at any time cease to perform
Service (as such term is defined in the Option Agreement), then the Company shall have
the right, but not the obligation, to purchase or to designate one or more purchasers
for all or any portion of the Shares held by the Participant at a price per share equal
to the Fair Market Value of the Shares on the date of repurchase.
	 
	 	(c)	 	Repurchase Procedures. Upon notice from the Company of exercise of its rights
hereunder, the Participant shall transfer the Shares designated for repurchase to the Company or
its designee(s) against payment by the Company or its designee(s) of the purchase price as
specified above. If the Company shall fail to exercise its rights under this Section 5 within
ninety (90) days of the receipt of notification that the Participant has ceased to perform Service,
the repurchase rights with respect to the Shares imposed by this Section 5 shall terminate.
	 
	 	(d)	 	Failure of Holder to Comply. If the Participant fails to comply with any of the
provisions of this Section 5, the Company, at its option and in addition to its other remedies, may
suspend the rights of the Participant to vote or to receive dividends on 




 









 






	 	 	 	the Shares or may refuse
to register on its books any transfer of the Shares or otherwise to recognize any transfer or
change in the ownership of the Shares or in the right to vote thereon, until the provisions of this
Section 5 are complied with to the satisfaction of the Company.






	 	(e)	 	Termination. The obligations of the Participant in this Section 5 shall terminate on
the date immediately prior to the closing of a public offering of securities by the Company
pursuant to a registration statement under the 1933 Act or a prospectus filed under Canadian
securities laws.






	6.	 	Right of First Refusal.






	 	(a)	 	Grant. The Company is hereby granted a right of first refusal (the
“First Refusal Right”), exercisable in connection with any proposed transfer,
sale, exchange, assignment, gift, bequest, disposition, mortgage, charge, pledge,
encumbrance, grant of security interest or other disposition of the Shares (a
“Disposition”). The Company may assign its First Refusal Right to a third party
or parties designated by the Company its sole discretion.
	 
	 	(b)	 	Notice of Intended Disposition. If the Participant desires to accept a
bona fide third-party offer for any or all of the Shares held by the Participant (the
Shares subject to such offer to be hereinafter called the “Target Shares”), the
Participant shall promptly deliver to the Secretary of the Company written notice (the
“Disposition Notice”) of the terms and conditions of the offer, including the
purchase price and the identity of the third-party offeror.
	 
	 	(c)	 	Exercise of Right. The Company (or its assignees) shall, for a period of
thirty (30) days following receipt of the Disposition Notice, have the right to purchase
any or all of the Target Shares specified in the Disposition Notice upon substantially
the same terms and conditions specified therein. Such right shall be exercisable by
delivery of written notice (the “Exercise Notice”) to the Participant prior to
the expiration of the thirty (30) day exercise period. If such right is exercised with
respect to all the Target Shares specified in the Disposition Notice, then the Company
(or its assignees) shall effect the purchase of the Target Shares, including payment of
the purchase price, not more than five (5) business days after delivery of the Exercise
Notice; and at such time the Participant shall deliver to the Company (or its assignees)
the certificates representing the Target Shares to be purchased, each certificate to be
properly endorsed for transfer.
	 
	 	(d)	 	Non-Exercise of Right. If the Exercise Notice is not given to the
Selling Shareholder within thirty (30) days following the date of the Company’s receipt
of the Disposition Notice, the Participant may sell or otherwise dispose of the Target
Shares to the third-party offeror identified in the Disposition Notice upon terms and
conditions (including the purchase price) no more favourable to such third-party offeror
than those specified in the Disposition Notice; provided, however, that
any such sale or disposition must not be otherwise effected in contravention of the
provisions of the Plan, the Option Agreement or this Agreement and must be concluded no
later than ninety (90) days from the date of delivery of the Disposition Notice.




 









 












	 	(e)	 	Obligations of Transferee. Each person or entity (other than the Company) who receives
Shares as a result of a Disposition shall, as a condition precedent to the validity of such
Disposition, acknowledge in writing in a form satisfactory to the Company, that the Shares subject
to the Disposition are subject to (i) the drag-along provisions of Section 4, (ii) the repurchase
right in Section 5, (iii) the First Refusal Right in this Section 6, and (iv) the market stand-off
provisions of Section 7, to the same extent such Shares would be so subject if retained by the
Participant.
	 
	 	(f)	 	Termination. The obligations of the Participant in this Section 6 shall terminate on
the date immediately prior to the closing of a public offering of securities by the Company
pursuant to a registration statement under the 1933 Act or a prospectus filed under Canadian
securities laws.






	7.	 	Market Stand-Off.






	 	(a)	 	If requested in writing by the Company or any underwriter of the securities of
the Company, the Participant hereby agrees not to sell or otherwise transfer or dispose
of any of the Shares for a period not to exceed 180 days following the effective date of
a registration statement or receipt date of a (final) prospectus of the Company and, at
the Company or such underwriter’s request, shall sign a lock-up agreement to such
effect. Such agreement shall be in writing in form satisfactory to the Company or such
underwriter. The Company may impose stop-transfer instructions with respect to the
Shares subject to the foregoing restriction until the end of such period.
	 
	 	(b)	 	The provisions contained in this Section 7 shall not apply to any transfer of Shares to or in
trust for the sole benefit of the Participant, or any member of the immediate family of the
Participant (provided such transfer is otherwise permitted pursuant to applicable securities laws),
provided that such transferee agrees in writing to be subject to the terms of this Agreement.






	8.	 	Legend.
	 
	 	 	In addition to any legend referred to in the Plan or the Option Agreement, the Participant hereby
agrees that the following legend, or words of similar effect, shall be stamped or otherwise
imprinted on the certificate or certificates evidencing the Shares:






THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF THE ISSUER TO REPURCHASE
CERTAIN OF THE SHARES AND RESTRICTIONS ON TRANSFER OF SUCH SHARES PURSUANT TO AN EXERCISE FORM AND
RESTRICTION AGREEMENT BETWEEN THE ISSUER AND THE HOLDER OF THIS CERTIFICATE. A COPY OF SUCH
AGREEMENT IS ON FILE AND IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.



 









 






	9.	 	Spousal Consent.
	 
	 	 	The Participant agrees to obtain the consent of the Participant’s spouse to any such agreement
which may be required by the Company.
	 
	10.	 	Address for Notice.
	 
	 	 	The Participant’s address of record is:
	 
	 	 	 

	 
	11.	 	Covenant of Participant.
	 
	 	 	The Participant hereby covenants and agrees to make such other representations and warranties and
execute such further undertakings and agreements as may be necessary or desirable to ensure that
the issuance and sale of the Shares pursuant to this Agreement: (i) does not give rise to any
obligation to prepare or file a prospectus or similar document, or any other report with any
governmental or other regulatory authority in the Participant’s jurisdiction of residence with
respect to such purchase; and (ii) does not contravene any of the applicable securities legislation
of the jurisdiction in which the Participant is resident, which covenant shall survive the issuance
and sale of the Shares indefinitely until the Participant disposes of the Shares in compliance with
all applicable securities laws.
	 
	12.	 	Miscellaneous.
	 
	 	 	This Agreement is intended to be a binding agreement between the Company and the Participant. This
Agreement shall be governed by, and construed and enforced in accordance with, the laws of Ontario
and the federal laws of Canada applicable therein applicable to contracts made in and to be wholly
performed within Ontario. The Participant hereby irrevocably and unconditionally attorns to the
exclusive jurisdiction of the courts of the Province of Ontario and all courts competent in appeals
therefrom. This Agreement shall be binding upon and inure to the benefit of the heirs and legal
representatives of the Participant and the successors and assigns of the Company, but shall not be
assigned by the Participant at any time without the prior written permission of the Company, and
any such attempted assignment shall be void.





	 	 	 

	 

	 	Very truly yours,
	 
	 	 
	 

	 	 
	 

	 	Signature of Participant






Spouse of the Participant to sign below:



The undersigned, being the spouse of the Participant exercising the option as set forth above, does
hereby acknowledge that the undersigned has read and is familiar with the provisions of the above
Stock Option Exercise Form and Restriction Agreement, the Plan, and the Option





 









 







Agreement, and the undersigned hereby agrees thereto and joins therein to the extent, if any, that
the agreement and joinder of the undersigned may be necessary.




	 	 	 	 	 

	 	 	 
	 	 	Signature of Spouse of Participant
	 
	 	 	 	 
	 

	 	Dated:	 	 
	 

	 	 	 	 




Receipt of the above is hereby acknowledged.




	 	 	 	 	 

	SiGe Semiconductor, Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Its:
	 	 	 	 
	 

	 	 

	 	 
	Dated:
	 	 	 	 
	 

	 	 

	 	 






 









 











                    
                    
                    
                    


Name of Participant




SIGE SEMICONDUCTOR, INC.



INCENTIVE STOCK OPTION AGREEMENT



2002 STOCK PLAN



U.S. PARTICIPANTS


THIS AGREEMENT is entered into by and between SiGe Semiconductor, Inc., a Delaware corporation with
its principal office at 1050 Morrison Drive, Suite 100, Ottawa, Ontario K2H 8K7, Canada
(hereinafter the “Company”), and the undersigned Employee of the Company (hereinafter the
“Participant”).



WHEREAS, the Participant performs work for the Company Group as an Employee (such services to be
collectively herein referred to as “Service”), and the Company desires to grant an incentive stock
option to the Participant;



NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the
parties hereto hereby agree as follows:





	1.	 	Grant, Exercisability and Term of Option.






	 	(a)	 	The Company hereby grants to the Participant pursuant to the Company’s 2002 Stock Plan
(the “Plan”), a copy of which is attached as Exhibit 2, the option (the “Option”) to purchase
from the Company upon the terms and conditions hereinafter set forth the number of shares
(“Shares”) of the common stock, $0.0001 par value, (“Common Stock”) of the Company set forth
on the signature page below at the purchase price per Share so set forth (the “Option Price”).
The date of grant of this Option is the date set forth on the signature page of this Agreement
as the “Option Date”.
	 
	 	(b)	 	This Option may be exercised only as to Shares which are “Vested Shares,” as defined in
Section 5, at the time of exercise, and such exercise is subject to any other restrictions
provided in Section 4. This option shall expire on the fifth anniversary of the Option Date,
unless the Option is sooner terminated as hereinafter specified.
Only whole Shares may be purchased pursuant to this Option.





 









 






	2.	 	Conditions and Limitations.






	 	(a)	 	The Option is granted on the condition that the purchase of Shares hereunder shall be for
investment purposes and not with a view to resale or distribution, except that such condition
shall be inoperative if the offering of Shares subject to the Option is registered under the
United States Securities Act of 1933, as amended (the “1933 Act”) and is not subject to any
hold period, seasoning period or resale restriction under applicable Canadian securities laws,
or if in the opinion of counsel for the Company such Shares may be resold without registration
under the 1933 Act or qualification under applicable Canadian securities laws. At the time of
the exercise of the Option or any installment thereof, the Participant will execute an
Exercise Form and Restriction Agreement substantially in the form attached as Exhibit 1 (the
“Restriction Agreement”) and such further agreements as the Company may require to implement
the foregoing condition and to acknowledge the Participant’s familiarity with restrictions on
the resale of the Shares under applicable U.S. and Canadian securities laws, and the Company
may stamp such legend on the certificate representing the Shares as may be necessary or
appropriate in light of the foregoing condition.
	 
	 	(b)	 	The Company will furnish upon request of the Participant copies of the certificate of
incorporation of the Company, as amended (the “Certificate of Incorporation”), and by-laws of
the Company, as amended (the “By-laws”), such publicly available financial and other
information concerning the Company and its business and prospects as may be reasonably
requested by the Participant in connection with exercise of this Option (and such other
financial and other information concerning the Company as may be required to be delivered to
Optionees from time to time pursuant to applicable laws).
	 
	 	(c)	 	The Option shall not be transferable otherwise than by will or by the laws of descent and
distribution, and except as provided in Section 4, the Option shall be exercisable during the
lifetime of the Participant by the Participant only. Notwithstanding the foregoing, however,
if the Participant is determined to be mentally incompetent and a guardian or conservator (or
other similar person) is appointed by a court of competent jurisdiction to manage the
Participant’s affairs, the guardian or conservator (or other similar person) may exercise the
Option on behalf of the Participant, provided that such exercise is made within the time
limits prescribed herein.
	 
	 	(d)	 	The Option granted in this Agreement is subject to the terms, conditions and definitions
of the Plan. To the extent that the terms, conditions and definitions of this
Agreement are inconsistent with those of the Plan, those of this Agreement shall govern.
Capitalized terms not otherwise defined herein (including the recitals hereto) shall have
the meanings defined in the Plan. The Participant hereby accepts this Option subject to
all such provisions of the Plan and agrees that all decisions under, and interpretations
of, such provisions of the Plan by the Board, as defined in the Plan, shall be final,
binding and conclusive upon the Participant and the Participant’s heirs.




 









 






	 	(e)	 	In the event that the Company, upon the advice of counsel, deems it necessary to list upon
official notice of issuance any shares to be issued pursuant to the Plan on a national
securities exchange or market system in the United States, Canada or any foreign jurisdiction,
or to register under the 1933 Act or other applicable federal or state statute any shares to
be issued pursuant to the Plan, or to qualify any such shares for exemption from the
registration requirements of the 1933 Act under the rules and regulations of the Securities
and Exchange Commission or for similar exemption under state law, or to qualify any such
shares by filing a prospectus under applicable Canadian securities laws, then the Company
shall notify the Participant to that effect and no Shares shall be issued until such
registration, listing, exemption, or qualification has been obtained or completed. The Company
shall make prompt application for any such registration, listing, exemption or qualification
pursuant to applicable law or rules of such securities exchange which it deems necessary and
shall make reasonable efforts to cause such registration, listing, exemption or qualification
to become and remain effective.






	3.	 	Exercise of Option; Withholding Taxes.






	 	(a)	 	Written notice of the exercise of the Option or any installment thereof shall be given to
the Company in the form attached as Exhibit 1, specifying the number of shares for which the
Option is exercised and accompanied by (i) payment in full of the Option Price or (ii) if the
Common Stock is registered under the Exchange Act, irrevocable instructions to a broker to
promptly deliver to the Company full payment in accordance with this Section of the amount
necessary to pay the aggregate exercise price. Payment shall be made (a) in cash, (b) by
certified check, (c) at such time as the Common Stock is registered under the Exchange Act, by
actual delivery or deemed delivery and assignment to the Company of shares of Common Stock
owned by the Participant which (i) have a fair market value not less than the Option Price (as
specified on the signature page below), and (ii) have been owned by the Participant for at
least six months prior to the date of delivery or deemed delivery of such shares (or such
other period as may be required to avoid a charge to the Company’s earnings) or were not
acquired, directly or indirectly, from the Company, or (d) by any combination of the
foregoing. Notwithstanding the foregoing, this Option may not be exercised by delivery and
assignment to the Company of shares of Common Stock to the extent that such delivery and
assignment would constitute a violation of the provisions of any law, or related regulation or
rule, or any agreement or Company policy, restricting the transfer or redemption of the Common
Stock. For purposes of this Section, a deemed delivery of shares shall mean the offset by the
Company of a number of shares subject to the Option against an equal number of shares of the
Common Stock owned by the Participant, which may be accomplished by attestation by the
Participant as to such shares owned. The Company reserves the right to decline to approve any
such procedure in the Company’s sole and absolute discretion.
	 
	 	(b)	 	The Company’s obligation to deliver Shares upon exercise of an Option shall be subject to
the Participant’s satisfaction of all applicable income and employment tax withholding
obligations. Without limiting the generality of the foregoing, the Company shall have the
right to deduct from payments of any kind otherwise due to




 









 






	 	 	 	the Participant any taxes of any kind required by law to be withheld with respect to any
Shares issued upon exercise of the Option. Payment of withholding taxes may be made (i)
by cash, (ii) when the Common Stock is registered under the Exchange Act, through the
surrender (by actual or deemed delivery) of shares of Common Stock which the Participant
already owns and which, except to the extent otherwise permitted by the Board in any
instance, have been owned by the Participant for at least six months prior to the date of
delivery or deemed delivery of such Shares (or such other period as may be required to
avoid a charge to the Company’s earnings) or were not acquired, directly or indirectly,
from the Company, or (iii) to the extent of the minimum applicable federal, state and
local withholding rate only, through the surrender of shares of Common Stock to which the
Participant is otherwise entitled under the Plan, subject to the discretion of the Board
to require payment in cash if it determines that payment by other methods is not in the
best interests of the Company.






	4.	 	Termination of Option.
	 
	 	 	In the event that the Participant ceases to perform Service for any member of the Company
Group at any time prior to the exercise of this Option in full, this Option shall terminate
according to the following provisions:






	 	(a)	 	If the Participant ceases to perform Service by reason of resignation, the Participant may
at any time within a period of thirty (30) days after the date of such cessation of Service
exercise the Option to the extent that the Option was exercisable on the date of such
cessation;
	 
	 	(b)	 	If the Participant ceases to perform Service for any reason other than resignation, death
or Disability, the Participant may at any time within a period of sixty (60) days after the
date of such cessation of Service exercise the Option to the extent that the Option was
exercisable on the date of such cessation;
	 
	 	(c)	 	If the Participant ceases to perform Service because of Disability, the Participant may at
any time within a period of one hundred eighty (180) days after the date of such cessation of
Service exercise the Option to the extent that the Option was exercisable on the date of such
cessation; and
	 
	 	(d)	 	If the Participant ceases to perform Service because of death, the Option, to the extent
that the Participant was entitled to exercise it on the date of death, may be exercised within
a period of one hundred eighty (180) days after the Participant’s death by the person or
persons to whom the Participant’s rights under the Option shall pass by will or by the laws of
descent and distribution;






	 	 	provided, however, that this Option may not be exercised to any extent by anyone after the
date of its expiration. Upon the expiration of such limited exercise period or (if earlier)
upon the date of its expiration, the Option shall terminate and cease to be outstanding with
respect to any Vested Shares for which the Option has not been exercised. To the extent the
Participant is not vested in one or more Shares at the time of the Participant’s cessation




 









 






		 	of Service, the Option shall immediately terminate and cease to be outstanding with respect to
all Shares.
	 
	 	 	For the purposes of this Agreement, the date of the cessation of Services shall be the date of
actual cessation of Services as determined by the Company Group without reference to any
period of notice of termination of employment that any member of the Company Group may be
required to provide to the Participant at law or pursuant to the terms of any employment
agreement between the Participant and any member of the Company Group.
	 
	5.	 	Exercisability of Option.






	 	(a)	 	So long as the Participant performs Service, the Option may be exercised only as follows:






	 	(i)	 	the Option shall become exercisable with respect to one-quarter of the total number
of Shares subject to the Option on that date which is twelve (12) months after the
Vesting Commencement Date (the “Anniversary Date”); and
	 
	 	(ii)	 	the Option shall become exercisable with respect to 1/48th of the total
number of Shares subject to the Option on the last day of each full month following the
Anniversary Date, such that the Option shall be exercisable with respect to all Shares on
that date which is four (4) years after the Vesting Commencement Date.






	 	 	 	The Option shall cease to vest on the date of cessation of Services by the Participant,
determined in accordance with Section 4 above.
	 
	 	(b)	 	The Vesting Commencement Date is specified on the signature page below. Shares as to which
this Option may be exercised at any time are herein referred to as “Vested Shares”.
	 
	 	(c)	 	Notwithstanding the foregoing, unless the Participant has on the date of an Acquisition
Event (as such term is defined below) ceased to perform Service for any member of the Company
Group, on the occurrence of an Acquisition Event the vesting of the Option shall accelerate
such that, in addition to any Shares that are then Vested Shares pursuant to Section 5(a)
above, the Option shall be exercisable with respect to that number of Shares that would have
become exercisable in accordance with Section 5(a) above if the Participant had continued in
Service for a period of twelve (12) full months commencing on the date of the Acquisition
Event.
	 
	 	(d)	 	The right of exercise shall be cumulative so that to the extent the option is not
exercised in any period to the maximum extent permissible it shall continue to be exercisable,
in whole or in part, with respect to all unpurchased Vested Shares until the earlier of the
fifth anniversary of the Option Date or the termination of this option under Section 4 hereof
or the Plan.




 









 












	6.	 	“Market Stand Off” Agreement.






	 	(a)	 	If requested in writing by the Company or any underwriter of the securities of the
Company, the Participant hereby agrees not to sell or otherwise transfer or dispose of any of
the Shares for a period not to exceed 180 days following the effective date of a registration
statement or receipt date of a (final) prospectus of the Company and, at the Company or such
underwriter’s request, shall sign a lock-up agreement to such effect. Such agreement shall be
in writing in form satisfactory to the Company or such underwriter. The Company may impose
stop-transfer instructions with respect to the Shares subject to the foregoing restriction
until the end of such period.
	 
	 	(b)	 	The provisions contained in this Section 6 shall not apply to any transfer of Shares to or
in trust for the sole benefit of the Participant, or any member of the immediate family of the
Participant, provided that such transferee agrees in writing to be subject to the terms of
this Agreement.






	7.	 	Restriction Agreement.
	 
	 	 	By accepting the grant of the Option, the Participant hereby acknowledges and agrees that (a)
the Participant has read and understood the Restriction Agreement, (b) the Restriction
Agreement contains a repurchase right and right of first refusal in favour of the Company and
certain restrictions on the voting of the Shares and requirements to tender the Shares to, and
otherwise vote and act to approve, an Approved Sale (as such term is defined therein), and (c)
on the exercise of the Option, the Participant and the Shares shall be subject to the terms,
provisions, restrictions and obligations set forth in the Restriction Agreement. As a
condition of the exercise of the Option, if requested by the Company, the Participant hereby
agrees to become a party to, in addition to or in lieu of the Restriction Agreement, any
shareholder agreement generally applicable at the time of exercise to Employees, Directors
and/or Consultants of the Company Group.
	 
	8.	 	Restrictions on Transfer; Notice of Disposition of Shares.






	 	(a)	 	Any restrictions on transfer of shares of the capital stock of the Company contained in
the Certificate of Incorporation or By-laws shall also apply to the Shares.
	 
	 	(b)	 	The Participant hereby agrees to notify the Company promptly if the Participant disposes
of any Shares within one (1) year after the date the Participant acquires such Shares by
exercising all or part of this Option or within two (2) years after the Option Date. At any
time during the one or two year periods set forth above, the Company may place a legend on any
certificate representing Shares requesting the transfer agent for the Company’s stock to
notify the Company of any such transfer, and the Participant hereby authorizes such transfer
agent so to notify the Company (whether or not such Participant’s stock certificates have been
so legended). The obligation of the Participant to notify the Company of any such transfer
shall continue notwithstanding that a legend has been placed on the certificate pursuant to
the preceding sentence. The Participant is urged to review the description of the Plan
provided by the Company for a more detailed discussion the Federal tax




 









 






	 	 	 	consequences of such a disposition under current law and to consult his or her own tax
adviser regarding the same.






	9.	 	$100,000 Limitation.
	 
	 	 	Under Section 422 of the Code, the aggregate Fair Market Value of the shares with respect to
which incentive stock options granted by any member of the Company Group first become
exercisable by an employee during any calendar year cannot exceed US$100,000 (the “$100,000
Limitation”). To the extent, if any, that the US$100,000 Limitation is exceeded by reason of
the grant of this Option, this Option shall be deemed, to the maximum extent possible, if any,
to be an incentive stock option, and the portion of this Option that is exercisable for shares
in excess of the $100,000 Limitation shall, pursuant to Section 422(d) of the Code, be treated
as an option which is not an incentive stock option.
	 
	10.	 	Notices.
	 
	 	 	All notices or demands given pursuant to this Agreement shall be in writing and shall be
deemed to have been sufficiently given if delivered by hand or sent by facsimile, or by
certified or registered mail, postage prepaid, addressed to the Company at its principal
office or to the Participant (or the Participant’s legal representatives) at the address
stated in the Participant’s (or their) notice or at the Participant’s address appearing on the
books of the Company.
	 
	11.	 	No Service Commitment; Tax Treatment.
	 
	 	 	Nothing herein contained shall be deemed to be or constitute an agreement or commitment by the
Company or any other member of the Company Group to continue the Participant in Service.
Although the Option granted hereunder is intended to qualify as an incentive stock option
under Section 422 of the Code, the Company makes no representation about the tax treatment to
the Participant with respect to receipt or exercise of the Option or acquiring, holding or
disposing of the Shares. The Participant represents that the Participant has had the
opportunity to discuss such treatment with the Participant’s tax adviser. The Participant
shall have no rights as a stockholder with respect to the Shares subject to the Option until
the exercise of the Option and the issuance of a stock certificate for the Shares with respect
to which the Option shall have been exercised.
	 
	12.	 	Adjustment in Shares.
	 
	 	 	In the event of any stock dividends, stock splits, stock combinations, recapitalizations and
other similar changes in the capital structure of the Company after the Option Date, the
number of shares of Common Stock deliverable upon the exercise of this Option shall be
appropriately increased or decreased proportionately, and appropriate adjustments shall be
made in the Option Price to reflect such subdivision, combination or stock dividend. In the
event of a change of the Common Stock resulting from a merger or similar reorganization as to
which the Company is the surviving corporation after the Option Date the number and kind of
Shares subject to this Option and the Option Price thereof shall be appropriately adjusted in
such manner as the Board may deem equitable to prevent dilution or enlargement of the rights
available or granted hereunder. The Board’s determination in any




 









 






	 	 	specific situation shall be final, binding and conclusive. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of shares of Common Stock subject to this Option.
	 
	13.	 	Acquisition Events.






	 	(a)	 	An “Acquisition Event” shall mean: (x) any merger or consolidation after which the voting
securities of the Company outstanding immediately prior thereto represent (either by remaining
outstanding or by being converted into voting securities of the surviving or acquiring entity)
less than 50% of the combined voting power of the voting securities of the Company or such
surviving or acquiring entity outstanding immediately after such event; or (y) any sale of all
or substantially all of the assets or capital stock of the Company (other than in a spin-off
or similar transaction); or (z) any other acquisition of the business of the Company, as
determined by the Board.
	 
	 	(b)	 	Upon the occurrence of an Acquisition Event, the Board or the board of directors of any
entity assuming the obligations of the Company hereunder (as used in this Section 13(b), also
the “Board”) shall, as to this Option, either (i) make appropriate provision for the
continuation of this Option by substituting on an equitable basis for the Shares then subject
to this Option either (1) the consideration payable with respect to the outstanding shares of
Common Stock in connection with the Acquisition Event, (2) shares of stock of the surviving or
successor corporation or (3) such other securities as the Board deems appropriate, the Fair
Market Value of which shall not materially differ from the Fair Market Value of the shares of
Common Stock subject to this Option immediately preceding the Acquisition Event; or (ii) upon
written notice to the Participant, provide that this Option must be exercised, to the extent
then exercisable or to be exercisable as a result of the Acquisition Event, within a specified
number of days of the date of such notice, at the end of which period this Option shall
terminate; or (iii) terminate this Option in exchange for a cash payment equal to the excess
of the fair market value of the Shares subject to this Option (to the extent then exercisable
or to be exercisable as a result of the Acquisition) over the Option Price.
	 
	 	(c)	 	Notwithstanding the foregoing, any adjustment made pursuant to Section 12 or Section 13(b)
with respect to this Option shall be made only after the Board, after consulting with counsel
for the Company, determines whether such adjustments would constitute a “modification” (as
that term is defined in Section 424 of the Code) of this Option or would cause any adverse tax
consequences for the Participant. If the Board determines that such adjustment made with respect to this Option would constitute a
modification of this Option or would cause adverse tax consequences to the holders, it
shall notify the Participant of such tax consequences and shall refrain from making such
adjustments upon the written request of the Participant.
	 
	 	(d)	 	In the event of the proposed dissolution or liquidation of the Company, this Option will
terminate immediately prior to the consummation of such proposed action or at




 









 






	 	 	 	such other time and subject to such other conditions as shall be determined by the Board.






	14.	 	Miscellaneous.
	 
	 	 	This Agreement shall be governed by, and construed and enforced in accordance with, the laws
of the state of Delaware applicable to contracts made in and to be wholly performed within the
state of Delaware. This Agreement shall be binding upon and inure to the benefit of the heirs
and legal representatives of the Participant and the successors and assigns of the Company,
but shall not be assigned by the Participant at any time without the prior written permission
of the Company, and any such attempted assignment shall be void.





{Remainder of page intentionally left blank.}






 









 







IN WITNESS WHEREOF the parties have executed this Incentive Stock Option Agreement as of the Option
Date set forth below.




	 	 	 	 	 

	Name of Participant:

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Type of Service:

	 	Employee	 	 
	 
	 	 	 	 
	Option Date:
	 	 	 	 
	 
	 	 	 	 
	No. of Shares:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Option Price (Per Share):

	 	$ 	 	 
	 
	 	 	 	 
	Vesting Commencement Date:
	 	 	 	 






	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Signature of Participant	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 
	 	 	 	 	 	 
	 	 	 	 	 




Accepted, as the issuer of the Shares, in accordance with the terms of the foregoing Incentive
Stock Option Agreement as of the foregoing Option Date.




	 	 	 	 	 
	 	SiGe Semiconductor, Inc.

 	 
	 	By:  	 	 
	 
	 	Its: William H. Burke, CFO 	 
	 	 	 	 
	 




 









 





Exhibit 1



SiGe Semiconductor, Inc.



2002 Stock Plan



Name of Participant:                     




          Date of Exercise:                     




EXERCISE FORM AND RESTRICTION AGREEMENT




SiGe Semiconductor, Inc.

2680 Queensview Drive

Ottawa, Ontario

K2B 8J9

Canada



Dear Sir/Madam:



The undersigned optionee (the “Participant”), presently or formerly an Employee of SiGe
Semiconductor, Inc. (the “Company”) of an Affiliated Entity of the Company was granted an incentive
stock option (the “Option”) to purchase [No. of shares] shares of common stock of the Company at an
exercise price of $                    
per share on                      , ___ pursuant to the Company’s 2002 Stock Plan
(the “Plan”) and an Incentive Stock Option Agreement dated
                      , ___(the “Option Agreement”). This letter agreement between the Company and the
Participant is referred to herein as the “Agreement”. Capitalized terms not otherwise defined
herein shall have the meanings defined in the Plan.





	1.	 	Exercise of Option.





The Participant hereby elects to exercise the Option as to
                     shares of common stock of the Company
(the “Shares”). The term “Shares” as used in this Agreement shall also include any shares issued in
respect of the Shares, as stock dividends or on stock splits, or otherwise.





	2.	 	Payment.




Enclosed herewith is full payment in the amount of US$                     for the Shares in the
manner set forth in the Option Agreement. The Participant will make adequate provision for any
federal and state income tax withholding obligations of the Company, if any, as more fully set
forth in the Option Agreement and the Plan.






 









 









	3.	 	Investment Representations.






	 	(a)	 	The Participant represents and warrants that the Participant is acquiring the Shares for
the Participant’s own account for investment and not with a view to, or for sale in connection
with, any distribution of the Shares. The Participant also represents that the Participant
does not have any present intention of selling, offering to sell or otherwise disposing of or
distributing the Shares or any portion thereof; and that, subject to the right of the
Participant to register the Shares in the joint names of the Participant and the Participant’s
spouse, the entire legal and beneficial interest of the Shares is being purchased for, and
will be held for the account of, the Participant only and not for any other person.
	 
	 	(b)	 	The Participant represents and warrants that the acquisition by the Participant of the
Shares is voluntary, and that the Participant has not been induced to purchase the Shares by
expectation of future or continued employment by, appointment as an officer of, or engagement
as a Consultant by, the Company or any Affiliated Entity.
	 
	 	(c)	 	The Participant further represents and warrants that at no time was the Participant
presented with or solicited by any form of general solicitation or any general advertising,
including, but not limited to, any advertisement, article, notice or other communication
published in any newspaper, magazine, or similar media or broadcast over television or radio
or presented at any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.
	 
	 	(d)	 	The Participant acknowledges and understands that the purchase of the Shares is a highly
speculative investment, and the Participant represents and warrants that the Participant is
able, without impairing the Participant’s financial condition, to hold the Shares for an
indefinite period of time and to suffer a complete loss of the investment.
	 
	 	(e)	 	The Participant further acknowledges and understands that the Shares have not been
registered under the Securities Act of 1933, as amended (the “Securities Act”), and that
consequently the Shares must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available. The Participant
further acknowledges and understands that the Company is under no obligation to register the
Shares, that, in the absence of registration, the Shares may be transferred only under
limited circumstances, and that transfer of the Shares is subject to restrictions contained in
the Certificate of Incorporation and By-laws of the Company, as amended from time to time, and
restrictions contained in the Option Agreement. The Participant understands that the
instrument evidencing the Shares will be imprinted with legends which prohibit the transfer of
the Shares unless they are registered or such registration is not required in the opinion of
counsel satisfactory to the Company. The Participant does not have any contract, agreement or
arrangement with any person to sell, transfer or grant participations, to such person or to
any third person with respect to any of the Shares.




 









 






	 	(f)	 	The Participant is aware of the adoption of Rule 144 by the Securities and Exchange
Commission, promulgated under the Securities Act, which permits limited public resale of
securities acquired in a non-public offering subject to the satisfaction of certain
conditions, including, among other things: the availability of certain public information
about the Company, the resale occurring not less than one year after the party has purchased
and paid for the securities to be sold, the sale being through a broker in an unsolicited
“brokers’ transaction,” and the amount of securities being sold during any three-month period
not exceeding specified limitations (generally, 1% of the total amount outstanding).
	 
	 	(g)	 	The Participant agrees further that said Shares are being acquired by the Participant in
accordance with and subject to the terms, provisions and conditions of the Plan and the Option
Agreement, to each of which the Participant hereby expressly assents.
Such terms, provisions and conditions shall bind and inure to the benefit of the
Participant’s heirs, legal representatives, successors and assigns.






	4.	 	Drag-Along.






	 	(a)	 	Definition of “Sale of the Company”. In this Agreement, the term “Sale of the Company”
shall mean the (a) consolidation or merger (or equivalent transaction in any foreign
jurisdiction) of the Company or any subsidiary into or with any other entity or entities
(except a merger in which the Company is the surviving corporation and the holders of the
Company’s voting stock outstanding immediately prior to the transaction constitute the holders
of a majority of the voting stock outstanding immediately following the transaction or a
consolidation or merger of a subsidiary the result of which is that the Company, directly or
indirectly, owns all of the issued and outstanding capital stock, and any rights to acquire
capital stock, of the surviving corporation immediately following the transaction), (b) the
sale or transfer of all or substantially all the assets of the Company or any subsidiary, (c)
the sale, exchange or transfer by the Company’s stockholders, in a single transaction or
series of related transactions, of capital stock representing a majority of the voting power
at elections of directors of the Company, or (d) the exclusive, irrevocable licensing of all
or substantially all of the intellectual property of the Company or any subsidiary to any
party other than a subsidiary.
	 
	 	(b)	 	Obligations of Participant. At any time that the holders of a majority in interest of the
Common Stock of the Company (assuming exchange of the then outstanding Common
Exchangeable Shares of the Canadian Subsidiary and assuming the conversion of any
Preferred Stock of the Company on an as-converted basis) propose a Sale of the Company,
the holders of a majority in interest of the then outstanding shares of Common Stock
(assuming exchange of the then outstanding Common Exchangeable Shares of the Canadian
Subsidiary and assuming the conversion of any Preferred Stock on an as-converted basis)
shall be entitled to deliver notice to the Company that such holders desire the
Participant to enter into agreements with one or more persons that would result in a Sale
of the Company (an “Approved Sale”), whereupon the Participant shall consent to and raise
no objections against the Approved Sale, and if the Approved Sale is structured as (i) a
merger or consolidation




 









 






	 		 	of the Company, the Participant shall, and hereby agrees to, waive any dissenter’s
rights, appraisal rights or similar rights in connection with such merger or
consolidation and instruct the Board to vote in favor of such Approved Sale, or (ii) a
sale of shares of capital stock, the Participant shall, and hereby agrees to, agree to
sell its Shares on the terms and conditions approved by such holders. The Participant
shall take all necessary and desirable actions in connection with the consummation of the
Approved Sale, including the execution of such agreements and such instruments and other
actions reasonable necessary to (a) provide the representations, warranties, indemnities,
covenants, conditions, escrow agreements and other provisions and agreements relating to
such Approved Sale which are customary for a transaction of that nature and (b) to
effectuate the allocation and distribution of the aggregate consideration upon the
Approved Sale so that the Participant shall receive the same portion of the aggregate
consideration from such Approved Sale that such Participant would have received if such
aggregate consideration (in the case of an asset sale, after payment or provision of all
liabilities) had been distributed by the Company upon a Liquidation Event (as such term
is defined in the Certificate of Incorporation, as amended, of the Company).
	 
	 	(c)	 	Proxy. The Participant hereby grants an irrevocable proxy, coupled with an interest, and
power of attorney to the Secretary of the Company (the “Nominee”) to take all necessary
actions and execute and deliver all documents deemed necessary and appropriate by such person
to effectuate sub-section (b) above. The Participant hereby agrees to indemnify defend and
hold the Nominee harmless (severally and not jointly) against all liability, loss or damage,
together with all reasonable costs and expenses (including reasonable legal fees and
expenses), relating to or arising from its exercise of the proxy and power of attorney granted
hereby.
	 
	 	(d)	 	Termination. The obligations of the Participant in this Section 4 shall terminate on the
date immediately prior to the closing of a public offering of securities by the Company
pursuant to a registration statement under the 1933 Act or a prospectus filed under Canadian
securities laws.






	5.	 	Repurchase Right.






	 	(a)	 	Repurchase of Shares upon Termination of Service. The following repurchase provisions
hereby are imposed upon the Shares.
	 
	 	(b)	 	Repurchase Rights. If the Participant shall at any time cease to perform Service (as such
term is defined in the Option Agreement), then the Company shall have the right, but not the
obligation, to purchase or to designate one or more purchasers for all or any portion of the
Shares held by the Participant at a price per share equal to the Fair Market Value of the
Shares on the date of repurchase.
	 
	 	(c)	 	Repurchase Procedures. Upon notice from the Company of exercise of its rights hereunder,
the Participant shall transfer the Shares designated for repurchase to the Company or its
designee(s) against payment by the Company or its designee(s) of the purchase price as
specified above. If the Company shall fail to exercise its rights




 









 






	 	 	 	under this Section 5 within ninety (90) days of the receipt of notification that the
Participant has ceased to perform Service, the repurchase rights with respect to the
Shares imposed by this Section 5 shall terminate.
	 
	 	(d)	 	Failure of Holder to Comply. If the Participant fails to comply with any of the
provisions of this Section 5, the Company, at its option and in addition to its other
remedies, may suspend the rights of the Participant to vote or to receive dividends on the
Shares or may refuse to register on its books any transfer of the Shares or otherwise to
recognize any transfer or change in the ownership of the Shares or in the right to vote
thereon, until the provisions of this Section 5 are complied with to the satisfaction of the
Company.
	 
	 	(e)	 	Termination. The obligations of the Participant in this Section 5 shall terminate on the
date immediately prior to the closing of a public offering of securities by the Company
pursuant to a registration statement under the 1933 Act or a prospectus filed under Canadian
securities laws.






	6.	 	Right of First Refusal.






	 	(a)	 	Grant. The Company is hereby granted a right of first refusal (the “First Refusal
Right”), exercisable in connection with any proposed transfer, sale, exchange, assignment,
gift, bequest, disposition, mortgage, charge, pledge, encumbrance, grant of security interest
or other disposition of the Shares (a “Disposition”). The Company may assign its First Refusal
Right to a third party or parties designated by the Company its sole discretion.
	 
	 	(b)	 	Notice of Intended Disposition. If the Participant desires to accept a bona fide
third-party offer for any or all of the Shares held by the Participant (the Shares subject to
such offer to be hereinafter called the “Target Shares”), the Participant shall promptly
deliver to the Secretary of the Company written notice (the “Disposition Notice”) of the terms
and conditions of the offer, including the purchase price and the identity of the third-party
offeror.
	 
	 	(c)	 	Exercise of Right. The Company (or its assignees) shall, for a period of thirty (30) days
following receipt of the Disposition Notice, have the right to purchase any or all of the
Target Shares specified in the Disposition Notice upon substantially the same terms and
conditions specified therein. Such right shall be exercisable by delivery of written notice
(the “Exercise Notice”) to the Participant prior to the expiration of the thirty (30) day
exercise period. If such right is exercised with respect to all the Target
Shares specified in the Disposition Notice, then the Company (or its assignees) shall
effect the purchase of the Target Shares, including payment of the purchase price, not
more than five (5) business days after delivery of the Exercise Notice; and at such time
the Participant shall deliver to the Company (or its assignees) the certificates
representing the Target Shares to be purchased, each certificate to be properly endorsed
for transfer.




 









 








	 	(d)	 	Non-Exercise of Right. If the Exercise Notice is not given to the Selling Shareholder
within thirty (30) days following the date of the Company’s receipt of the Disposition Notice,
the Participant may sell or otherwise dispose of the Target Shares to the third-party offeror
identified in the Disposition Notice upon terms and conditions (including the purchase price)
no more favourable to such third-party offeror than those specified in the Disposition Notice;
provided, however, that any such sale or disposition must not be otherwise effected in
contravention of the provisions of the Plan, the Option Agreement or this Agreement and must
be concluded no later than ninety (90) days from the date of delivery of the Disposition
Notice.
	 
	 	(e)	 	Obligations of Transferee. Each person or entity (other than the Company) who receives
Shares as a result of a Disposition shall, as a condition precedent to the validity of such
Disposition, acknowledge in writing in a form satisfactory to the Company, that the Shares
subject to the Disposition are subject to (i) the drag-along provisions of Section 4, (ii) the
repurchase right in Section 5, (iii) the First Refusal Right in this Section 6, and (iv) the
market stand-off provisions of Section 7, to the same extent such Shares would be so subject
if retained by the Participant.
	 
	 	(f)	 	Termination. The obligations of the Participant in this Section 6 shall terminate on the
date immediately prior to the closing of a public offering of securities by the Company
pursuant to a registration statement under the 1933 Act or a prospectus filed under Canadian
securities laws.






	7.	 	Market Stand-Off.






	 	(a)	 	If requested in writing by the Company or any underwriter of the securities of the
Company, the Participant hereby agrees not to sell or otherwise transfer or dispose of any of
the Shares for a period not to exceed 180 days following the effective date of a registration
statement or receipt date of a (final) prospectus of the Company and, at the Company or such
underwriter’s request, shall sign a lock-up agreement to such effect. Such agreement shall be
in writing in form satisfactory to the Company or such underwriter. The Company may impose
stop-transfer instructions with respect to the Shares subject to the foregoing restriction
until the end of such period.
	 
	 	(b)	 	The provisions contained in this Section 7 shall not apply to any transfer of Shares to or
in trust for the sole benefit of the Participant, or any member of the immediate family of the
Participant (provided such transfer is otherwise permitted pursuant to OSC Rule 45-503 and
other applicable securities laws), provided that such transferee agrees in writing to be
subject to the terms of this Agreement.






	8.	 	Legend.
	 
	 	 	In addition to any legend referred to in the Plan or the Option Agreement, the Participant
hereby agrees that the following legend, or words of similar effect, shall be stamped or
otherwise imprinted on the certificate or certificates evidencing the Shares:






THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF THE ISSUER
TO REPURCHASE



 









 






CERTAIN OF THE SHARES AND RESTRICTIONS ON TRANSFER OF SUCH SHARES PURSUANT TO
AN EXERCISE FORM AND RESTRICTION AGREEMENT BETWEEN THE ISSUER AND THE HOLDER OF
THIS CERTIFICATE. A COPY OF SUCH AGREEMENT IS ON FILE AND IS AVAILABLE FOR
INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.




	9.	 	Spousal Consent.
	 
	 	 	The Participant agrees to obtain the consent of the Participant’s spouse to any such agreement
that may be required by the Company.
	 
	10.	 	Address for Notice.
	 
	 	 	The Participant’s address of record is:





 






	 	 	and the Participant’s
Social Security Number is:                     
                    
                    
                    



	 
	11.	 	Miscellaneous.
	 
	 	 	This Agreement is intended to be a binding agreement between the Company and the Participant.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws
of the state of Delaware applicable to contracts made in and to be wholly performed within the
state of Delaware. This Agreement shall be binding upon and inure to the benefit of the heirs
and legal representatives of the Participant and the successors and assigns of the Company,
but shall not be assigned by the Participant at any time without the prior written permission
of the Company, and any such attempted assignment shall be void.





	 	 	 	 	 

	 

	 	Very truly yours,
	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	 

	 	Signature of Participant	 	 





Spouse of the Participant to sign below if the Shares are to be registered in joint names or if the
Participant resides in a community property state:











 









 







The undersigned, being the spouse of the Participant exercising the option as set forth above, does
hereby acknowledge that the undersigned has read and is familiar with the provisions of the above
Incentive Stock Option Exercise Form, the Plan, and the Option Agreement, and the undersigned
hereby agrees thereto and joins therein to the extent, if any, that the agreement and joinder of
the undersigned may be necessary.




	 	 	 

	 

	 	 
	 

	Signature of Spouse of Participant	 






Dated:                     




Receipt of the above is hereby acknowledged.




SiGe Semiconductor, Inc.




	 	 	 	 	 

	By:

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Its:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 	 	 





 









 










                                        

Name of Participant




SIGE SEMICONDUCTOR, INC.



ENTERPRISE MANAGEMENT INCENTIVE (EMI) OPTIONS AGREEMENT



2002 STOCK PLAN



U.K. PARTICIPANTS 


THIS AGREEMENT is entered into by and between SiGe Semiconductor, Inc., a Delaware corporation with
its principal office at 1050 Morrison Drive, Suite 100, Ottawa, Ontario K2H 8K7, Canada
(hereinafter the “SiGe”), and the undersigned Employee (hereinafter the
“Participant”) of SiGe Semiconductor (Europe) Limited (hereinafter the “Company”), a UK
resident subsidiary company of SiGe.



WHEREAS, the Participant performs work for SiGe as an Employee (such services to be collectively
herein referred to as “Service”), and SiGe desires to grant an incentive stock option to
the Participant;



WHEREAS, the board of directors of the SiGe (“the Board”) considers that SiGe is a qualifying
company within the meaning of Part 3 of Schedule 5 Income Tax (Earnings and Pensions) Act 2003
(“Schedule 5”) at the Option Date;



WHEREAS, the shares in respect of which the Option is granted satisfy the conditions specified in
Paragraph 35 of Schedule 5 at the Option Date;




WHEREAS, the Employee is an eligible employee under Part 4 of Schedule 5 at the Option Date;



WHEREAS, the requirements as to the maximum entitlement of employees contained in Paragraphs 5 and
6 of Schedule 5 and the requirement as to the maximum value of SiGe’s shares which may be subject
to qualifying options by Paragraph 7 of Schedule 5 are met.




 




 









 




NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein
contained, the parties hereto hereby agree as follows:





	1.	 	Grant, Exercisability and Term of Option.






	 	(a)	 	SiGe hereby grants to the Participant pursuant to SiGe’s 2002 Stock Plan (the
“Plan”), a copy of which is attached as Exhibit 2, the option (the
“Option”) to purchase from SiGe upon the terms and conditions hereinafter set
forth the number of shares (“Shares”) of the common stock, $0.0001 par value,
(“Common Stock”) of SiGe set forth on the signature page below at the purchase
price per Share so set forth (the “Option Price”). The date of grant of this
Option is the date set forth on the signature page of this Agreement as the “Option
Date”.
	 
	 	(b)	 	This Option is granted under the UK tax provisions of Schedule 5, Income Tax
(Earnings and Pensions) Act 2003 as an Enterprise Management Incentive option.
	 
	 	(c)	 	This Option may be exercised only as to Shares which are “Vested Shares,” as defined in Section
5, at the time of exercise, and such exercise is subject to any other restrictions provided in
Section 4. This option shall expire on the fifth anniversary of the Option Date, unless the Option
is sooner terminated as hereinafter specified. Only whole Shares may be purchased pursuant to this
Option.
	 
	 	(d)	 	The Board shall notify the Inland Revenue of the grant of the Option within 92 days of the
Option Date in accordance with Paragraph 44 of Schedule 5 and the Employee shall be required to
provide SiGe with the information required of the Employee for the purposes of that notification
and to sign the notification and return it to SiGe within that period. Should the Employee fail to
provide the information required by SiGe to SiGe’s satisfaction and/or fail to sign and return the
form the Option shall lapse immediately 92 days following the Option Date and shall be deemed never
to have been granted.






	2.	 	Conditions and Limitations.






	 	(a)	 	The Option is granted on the condition that the purchase of Shares hereunder
shall be for investment purposes and not with a view to resale or distribution, except
that such condition shall be inoperative if the offering of Shares subject to the Option
is registered under the United States Securities Act of 1933, as amended (the “1933
Act”) and is not subject to any hold period, seasoning period or resale restriction
under applicable Canadian securities laws, or if in the opinion of counsel for SiGe such
Shares may be resold without registration under the 1933 Act or qualification under
applicable Canadian securities laws. At the time of the exercise of the Option or any
installment thereof, the Participant will execute an Exercise Form and Restriction
Agreement substantially in the form attached as Exhibit 1 (the “Restriction
Agreement”) and such further agreements as SiGe may require to implement the
foregoing condition and to acknowledge the Participant’s familiarity with restrictions
on the resale of the Shares under applicable U.S. and Canadian





 




 









 






	 	 	 	securities laws, and SiGe may stamp such legend on the certificate representing the
Shares as may be necessary or appropriate in light of the foregoing condition.
	 
	 	(b)	 	SiGe will furnish upon request of the Participant copies of the certificate of
incorporation of SiGe, as amended (the “Certificate of Incorporation”), and
by-laws of SiGe, as amended (the “By-laws”), such publicly available financial
and other information concerning SiGe and its business and prospects as may be
reasonably requested by the Participant in connection with exercise of this Option (and
such other financial and other information concerning SiGe as may be required to be
delivered to Optionees from time to time pursuant to applicable laws).
	 
	 	(c)	 	The Option shall not be transferable otherwise than by will or by the laws of
descent and distribution, and except as provided in Section 4, the Option shall be
exercisable during the lifetime of the Participant by the Participant only.
Notwithstanding the foregoing, however, if the Participant is determined to be mentally
incompetent and a guardian or conservator (or other similar person) is appointed by a
court of competent jurisdiction to manage the Participant’s affairs, the guardian or
conservator (or other similar person) may exercise the Option on behalf of the
Participant, provided that such exercise is made within the time limits prescribed
herein.
	 
	 	(d)	 	The Option granted in this Agreement is subject to the terms, conditions and
definitions of the Plan. To the extent that the terms, conditions and definitions of
this Agreement are inconsistent with those of the Plan, those of this Agreement shall
govern. Capitalized terms not otherwise defined herein (including the recitals hereto)
shall have the meanings defined in the Plan. The Participant hereby accepts this Option
subject to all such provisions of the Plan and agrees that all decisions under, and
interpretations of, such provisions of the Plan by the Board, as defined in the Plan,
shall be final, binding and conclusive upon the Participant and the Participant’s heirs.
	 
	 	(e)	 	In the event that SiGe, upon the advice of counsel, deems it necessary to list
upon official notice of issuance any shares to be issued pursuant to the Plan on a
national securities exchange or market system in the United States, Canada or any
foreign jurisdiction, or to register under the 1933 Act or other applicable federal or
state statute any shares to be issued pursuant to the Plan, or to qualify any such
 shares for exemption from the registration requirements of the 1933 Act under the rules
and regulations of the Securities and Exchange Commission or for similar exemption under
state law, or to qualify any such shares by filing a prospectus under applicable
Canadian securities laws, then SiGe shall notify the Participant to that effect and no
Shares shall be issued until such registration, listing, exemption, or qualification has
been obtained or completed. SiGe shall make prompt application for any such
registration, listing, exemption or qualification pursuant to applicable law or rules of
such securities exchange which it deems necessary and shall make reasonable efforts to
cause such registration, listing, exemption or qualification to become and remain
effective.










 









 






	3.	 	Exercise of Option; Withholding Taxes.






	 	(a)	 	Written notice of the exercise of the Option or any installment thereof shall be
given to SiGe in the form attached as Exhibit 1, specifying the number of shares for
which the Option is exercised and accompanied by (i) payment in full of the Option Price
or (ii) if the Common Stock is registered under the Exchange Act, irrevocable
instructions to a broker to promptly deliver to SiGe full payment in accordance with
this Section of the amount necessary to pay the aggregate exercise price. Payment shall
be made (a) in cash, (b) by certified check, (c) at such time as the Common Stock is
registered under the Exchange Act, by actual delivery or deemed delivery and assignment
to SiGe of shares of Common Stock owned by the Participant which (i) have a fair market
value not less than the Option Price (as specified on the signature page below), and
(ii) have been owned by the Participant for at least six months prior to the date of
delivery or deemed delivery of such shares (or such other period as may be required to
avoid a charge to SiGe’s earnings) or were not acquired, directly or indirectly, from
SiGe, or (d) by any combination of the foregoing. Notwithstanding the foregoing, this
Option may not be exercised by delivery and assignment to SiGe of shares of Common Stock
to the extent that such delivery and assignment would constitute a violation of the
provisions of any law, or related regulation or rule, or any agreement or Company
policy, restricting the transfer or redemption of the Common Stock. For purposes of this
Section, a deemed delivery of shares shall mean the offset by SiGe of a number of shares
subject to the Option against an equal number of shares of the Common Stock owned by the
Participant, which may be accomplished by attestation by the Participant as to such
 shares owned. SiGe reserves the right to decline to approve any such procedure in SiGe’s
sole and absolute discretion.
	 
	 	(b)	 	SiGe’s obligation to deliver Shares upon exercise of an Option shall be subject
to the Participant’s satisfaction of all applicable income and employment tax
withholding obligations. Without limiting the generality of the foregoing, SiGe shall
have the right to deduct from payments of any kind otherwise due to the Participant any
taxes of any kind required by law to be withheld with respect to any Shares issued upon
exercise of the Option. Payment of withholding taxes may be made (i) by cash, (ii) when
the Common Stock is registered under the Exchange Act, through the surrender (by actual
or deemed delivery) of shares of Common Stock which the Participant already owns and
which, except to the extent otherwise permitted by the Board in any instance, have been
owned by the Participant for at least six months prior to the date of delivery or deemed
delivery of such Shares (or such other period as may be required to avoid a charge to
SiGe’s earnings) or were not acquired, directly or indirectly, from SiGe, or (iii) to
the extent of the minimum applicable federal, state and local withholding rate only,
through the surrender of shares of Common Stock to which the Participant is otherwise
entitled under the Plan, subject to the discretion of the Board to require payment in
cash if it determines that payment by other methods is not in the best interests of
SiGe.










 









 






	4.	 	Termination of Option.
	 
	 	 	In the event that the Participant ceases to perform Service for any member of SiGe Group at any
time prior to the exercise of this Option in full, this Option shall terminate according to the
following provisions:






	 	(a)	 	If the Participant ceases to perform Service by reason of resignation, the
Participant may at any time within a period of thirty (30) days after the date of such
cessation of Service exercise the Option to the extent that the Option was exercisable
on the date of such cessation;
	 
	 	(b)	 	If the Participant ceases to perform Service for any reason other than
resignation, death or Disability, the Participant may at any time within a period of
sixty (60) days after the date of such cessation of Service exercise the Option to the
extent that the Option was exercisable on the date of such cessation;
	 
	 	(c)	 	If the Participant ceases to perform Service because of Disability, the
Participant may at any time within a period of one hundred eighty (180) days after the
date of such cessation of Service exercise the Option to the extent that the Option was
exercisable on the date of such cessation; and
	 
	 	(d)	 	If the Participant ceases to perform Service because of death, the Option, to the
extent that the Participant was entitled to exercise it on the date of death, may be
exercised within a period of one hundred eighty (180) days after the Participant’s death
by the person or persons to whom the Participant’s rights under the Option shall pass by
will or by the laws of descent and distribution;






	 	 	provided, however, that this Option may not be exercised to any extent by anyone after the
date of its expiration. Upon the expiration of such limited exercise period or (if earlier)
upon the date of its expiration, the Option shall terminate and cease to be outstanding with
respect to any Vested Shares for which the Option has not been exercised. To the extent the
Participant is not vested in one or more Shares at the time of the Participant’s cessation of
Service, the Option shall immediately terminate and cease to be outstanding with respect to
all Shares.
	 
	 	 	For the purposes of this Agreement, the date of the cessation of Services shall be the date of
actual cessation of Services as determined by SiGe Group without reference to any period of notice
of termination of employment that any member of SiGe Group may be required to provide to the
Participant at law or pursuant to the terms of any employment agreement between the Participant and
any member of SiGe Group.










 









 






	5.	 	Exercisability of Option.






	 	(a)	 	So long as the Participant performs Service, the Option may be exercised only as
follows:






	 	(i)	 	the Option shall become exercisable with respect to one-quarter of
the total number of Shares subject to the Option on that date which is twelve (12)
months after the Vesting Commencement Date (the “Anniversary Date”); and
	 
	 	(ii)	 	the Option shall become exercisable with respect to 1/48th
of the total number of Shares subject to the Option on the last day of each
full month following the Anniversary Date, such that the Option shall be
exercisable with respect to all Shares on that date which is four (4) years after
the Vesting Commencement Date.






	 	 	 	The Option shall cease to vest on the date of cessation of Services by the Participant, determined
in accordance with Section 4 above.
	 
	 	(b)	 	The Vesting Commencement Date is specified on the signature page below. Shares as
to which this Option may be exercised at any time are herein referred to as “Vested
Shares”.






	 	(c)	 	Notwithstanding the foregoing, unless the Participant has on the date of an Acquisition Event
(as such term is defined below) ceased to perform Service for any member of SiGe Group, on the
occurrence of an Acquisition Event the vesting of the Option shall accelerate such that, in
addition to any Shares that are then Vested Shares pursuant to Section 5(a) above, the Option shall
be exercisable with respect to that number of Shares that would have become exercisable in
accordance with Section 5(a) above if the Participant had continued in Service for a period of
twelve (12) full months commencing on the date of the Acquisition Event.
	 
	 	(d)	 	The right of exercise shall be cumulative so that to the extent the option is not exercised in
any period to the maximum extent permissible it shall continue to be exercisable, in whole or in
part, with respect to all unpurchased Vested Shares until the earlier of the fifth anniversary of
the Option Date or the termination of this option under Section 4 hereof or the Plan.






	6.	 	“Market Stand Off” Agreement.






	 	(a)	 	If requested in writing by SiGe or any underwriter of the securities of SiGe, the
Participant hereby agrees not to sell or otherwise transfer or dispose of any of the
Shares for a period not to exceed 180 days following the effective date of a
registration statement or receipt date of a (final) prospectus of SiGe and, at SiGe or
such underwriter’s request, shall sign a lock-up agreement to such effect. Such
agreement shall be in writing in form satisfactory to SiGe or such underwriter.
SiGe may impose stop-transfer instructions with respect to the Shares subject to the
foregoing restriction until the end of such period.










 









 






	 	(b)	 	The provisions contained in this Section 6 shall not apply to any transfer of
Shares to or in trust for the sole benefit of the Participant, or any member of the
immediate family of the Participant, provided that such transferee agrees in writing to
be subject to the terms of this Agreement.






	7.	 	Restriction Agreement.
	 
	 	 	By accepting the grant of the Option, the Participant hereby acknowledges and agrees that (a) the
Participant has read and understood the Restriction Agreement, (b) the Restriction Agreement
contains a repurchase right and right of first refusal in favour of SiGe and certain restrictions
on the voting of the Shares and requirements to tender the Shares to, and otherwise vote and act to
approve, an Approved Sale (as such term is defined therein), and (c) on the exercise of the Option,
the Participant and the Shares shall be subject to the terms, provisions, restrictions and
obligations set forth in the Restriction Agreement. As a condition of the exercise of the Option,
if requested by SiGe, the Participant hereby agrees to become a party to, in addition to or in lieu
of the Restriction Agreement, any shareholder agreement generally applicable at the time of
exercise to Employees, Directors and/or Consultants of SiGe Group.
	 
	8.	 	Restrictions on Transfer; Notice of Disposition of Shares.






	 	(a)	 	Any restrictions on transfer of shares of the capital stock of SiGe contained in
the Certificate of Incorporation or By-laws shall also apply to the Shares.
	 
	 	(b)	 	The Participant hereby agrees to notify SiGe promptly if the Participant disposes
of any Shares within one (1) year after the date the Participant acquires such Shares by
exercising all or part of this Option or within two (2) years after the Option Date. At
any time during the one or two year periods set forth above, SiGe may place a legend on
any certificate representing Shares requesting the transfer agent for SiGe’s stock to
notify SiGe of any such transfer, and the Participant hereby authorizes such transfer
agent so to notify SiGe (whether or not such Participant’s stock certificates have been
so legended). The obligation of the Participant to notify SiGe of any such transfer
shall continue notwithstanding that a legend has been placed on the certificate pursuant
to the preceding sentence. The Participant is urged to review the description of the
Plan provided by SiGe for a more detailed discussion the Federal tax consequences of
such a disposition under current law and to consult his or her own tax adviser regarding
the same.






	9.	 	Notices.
	 
	 	 	All notices or demands given pursuant to this Agreement shall be in writing and shall be deemed to
have been sufficiently given if delivered by hand or sent by facsimile, or by certified or
registered mail, postage prepaid, addressed to SiGe at its principal office or to the Participant
(or the Participant’s legal representatives) at the address stated in the Participant’s (or their)
notice or at the Participant’s address appearing on the books of SiGe.










 









 






	10.	 	No Service Commitment; Tax Treatment.
	 
	 	 	Nothing herein contained shall be deemed to be or constitute an agreement or commitment by SiGe or
any other member of SiGe Group to continue the Participant in Service. Although the Option granted
hereunder is intended to qualify as an incentive stock option under Section 422 of the Code, SiGe
makes no representation about the tax treatment to the Participant with respect to receipt or
exercise of the Option or acquiring, holding or disposing of the Shares. The Participant represents
that the Participant has had the opportunity to discuss such treatment with the Participant’s tax
adviser. The Participant shall have no rights as a stockholder with respect to the Shares subject
to the Option until the exercise of the Option and the issuance of a stock certificate for the
Shares with respect to which the Option shall have been exercised.
	 
	11.	 	Adjustment in Shares.
	 
	 	 	In the event of any stock dividends, stock splits, stock combinations, recapitalizations and other
similar changes in the capital structure of SiGe after the Option Date, the number of shares of
Common Stock deliverable upon the exercise of this Option shall be appropriately increased or
decreased proportionately, and appropriate adjustments shall be made in the Option Price to reflect
such subdivision, combination or stock dividend. In the event of a change of the Common Stock
resulting from a merger or similar reorganization as to which SiGe is the surviving corporation
after the Option Date the number and kind of Shares subject to this Option and the Option Price
thereof shall be appropriately adjusted in such manner as the Board may deem equitable to prevent
dilution or enlargement of the rights available or granted hereunder. The Board’s determination in
any specific situation shall be final, binding and conclusive. Except as expressly provided herein,
no issuance by SiGe of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to this Option.
	 
	12.	 	Acquisition Events.






	 	(a)	 	An “Acquisition Event” shall mean: (x) any merger or consolidation after
which the voting securities of SiGe outstanding immediately prior thereto represent
(either by remaining outstanding or by being converted into voting securities of the
surviving or acquiring entity) less than 50% of the combined voting power of the voting
securities of SiGe or such surviving or acquiring entity outstanding immediately after
such event; or (y) any sale of all or substantially all of the assets or capital stock
of SiGe (other than in a spin-off or similar transaction); or (z) any other acquisition
of the business of SiGe, as determined by the Board.
	 
	 	(b)	 	Upon the occurrence of an Acquisition Event, the Board or the board of directors
of any entity assuming the obligations of SiGe hereunder (as used in this Section 13(b),
also the “Board”) shall, as to this Option, either (i) make appropriate
provision for the continuation of this Option by substituting on an equitable basis for
the Shares then subject to this Option either (1) the consideration payable with respect
to the outstanding shares of Common Stock in connection with the Acquisition Event, (2)










 









 






	 	 	 	shares of stock of the surviving or successor corporation or (3) such other securities
as the Board deems appropriate, the Fair Market Value of which shall not materially
differ from the Fair Market Value of the shares of Common Stock subject to this Option
immediately preceding the Acquisition Event; or (ii) upon written notice to the
Participant, provide that this Option must be exercised, to the extent then exercisable
or to be exercisable as a result of the Acquisition Event, within a specified number of
days of the date of such notice, at the end of which period this Option shall terminate;
or (iii) terminate this Option in exchange for a cash payment equal to the excess of the
fair market value of the Shares subject to this Option (to the extent then exercisable
or to be exercisable as a result of the Acquisition) over the Option Price.
	 
	 	(c)	 	Notwithstanding the foregoing, any adjustment made pursuant to Section 12 or
Section 13(b) with respect to this Option shall be made only after the Board, after
consulting with counsel for SiGe, determines whether such adjustments would constitute a
“modification” (as that term is defined in Section 424 of the Code) of this Option or
would cause any adverse tax consequences for the Participant. If the Board determines
that such adjustment made with respect to this Option would constitute a modification of
this Option or would cause adverse tax consequences to the holders, it shall notify the
Participant of such tax consequences and shall refrain from making such adjustments upon
the written request of the Participant.
	 
	 	(d)	 	In the event of the proposed dissolution or liquidation of SiGe, this Option will
terminate immediately prior to the consummation of such proposed action or at such other
time and subject to such other conditions as shall be determined by the Board.






	13.	 	Miscellaneous.
	 
	 	 	This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the
state of Delaware applicable to contracts made in and to be wholly performed within the state of
Delaware. This Agreement shall be binding upon and inure to the benefit of the heirs and legal
representatives of the Participant and the successors and assigns of SiGe, but shall not be
assigned by the Participant at any time without the prior written permission of SiGe, and any such
attempted assignment shall be void.





{Remainder of page intentionally left blank.}









 









 




IN WITNESS WHEREOF the parties have executed this Incentive Stock Option Agreement as of the
Option Date set forth below.




	 	 	 

	Name of Participant:
	 	 
	 
	 	 
	Type of Service:

	 	Employee
	 
	 	 
	Option Date:
	 	 
	 
	 	 
	No. of Shares:
	 	 
	 
	 	 
	Option Price (Per Share):

	 	US$x.xx
	 
	 	 
	Vesting Commencement Date:
	 	 






	 	 	 	 	 	 	 

	 	 	 	 	 
	 	 	Signature of Participant	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 




Accepted, as the issuer of the Shares, in accordance with the terms of the foregoing Incentive
Stock Option Agreement as of the foregoing Option Date.




	 	 	 	 	 	 	 

	 	 	SiGe Semiconductor, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	Its: William H. Burke	 	 











 









 







Exhibit 1



SiGe Semiconductor, Inc.



2002 Stock Plan



Name of Participant:                                         



Date of Exercise:                                         




EXERCISE FORM AND RESTRICTION AGREEMENT 




SiGe Semiconductor, Inc.

2680 Queensview Drive

Ottawa, Ontario

K2B 8J9

Canada


Dear Sir/Madam:



The undersigned optionee (the “Participant”), presently or formerly an Employee of SiGe
Semiconductor (Europe) Limited (the “Company”), an Affiliated Entity of SiGe Semiconductor,
Inc. (“SiGe”) was granted an Enterprise Management Incentive (“EMI”) option (the “Option”)
to purchase [No. of shares] shares of common stock of SiGe at an exercise price of US$  per
share on                      , ___pursuant to SiGe’s 2002 Stock Plan (the “Plan”) and an EMI
Option Agreement dated                      , ___(the “Option Agreement”). This letter agreement
between SiGe and the Participant is referred to herein as the “Agreement”. Capitalized
terms not otherwise defined herein shall have the meanings defined in the Plan.




1. Exercise of Option.



The Participant hereby elects to exercise the Option as _________ to shares of common stock of SiGe (the
“Shares”). The term “Shares” as used in this Agreement shall also include any shares issued
in respect of the Shares, as stock dividends or on stock splits, or otherwise.




2. Payment.



Enclosed herewith is full payment in the amount of US$_________ for the Shares in the
manner set forth in the Option Agreement. The Participant will make adequate provision for any
federal and state income tax withholding obligations of SiGe, if any, as more fully set forth in
the Option Agreement and the Plan.









 









 






	3.	 	Investment Representations.






	 	(a)	 	The Participant represents and warrants that the Participant is acquiring the
Shares for the Participant’s own account for investment and not with a view to, or for
sale in connection with, any distribution of the Shares. The Participant also represents
that the Participant does not have any present intention of selling, offering to sell or
otherwise disposing of or distributing the Shares or any portion thereof; and that,
subject to the right of the Participant to register the Shares in the joint names of the
Participant and the Participant’s spouse, the entire legal and beneficial interest of
the Shares is being purchased for, and will be held for the account of, the Participant
only and not for any other person.
	 
	 	(b)	 	The Participant represents and warrants that the acquisition by the Participant
of the Shares is voluntary, and that the Participant has not been induced to purchase
the Shares by expectation of future or continued employment by, or appointment as an
officer of, SiGe or any Affiliated Entity.
	 
	 	(c)	 	The Participant further represents and warrants that at no time was the
Participant presented with or solicited by any form of general solicitation or any
general advertising, including, but not limited to, any advertisement, article, notice
or other communication published in any newspaper, magazine, or similar media or
broadcast over television or radio or presented at any seminar or meeting whose
attendees have been invited by any general solicitation or general advertising.
	 
	 	(d)	 	The Participant acknowledges and understands that the purchase of the Shares is a
highly speculative investment, and the Participant represents and warrants that the
Participant is able, without impairing the Participant’s financial condition, to hold
the Shares for an indefinite period of time and to suffer a complete loss of the
investment.
	 
	 	(e)	 	The Participant further acknowledges and understands that the Shares have not
been registered under the Securities Act of 1933, as amended (the “Securities
Act”), and that consequently the Shares must be held indefinitely unless they are
subsequently registered under the Securities Act or an exemption from such registration
is available. The Participant further acknowledges and understands that SiGe is under no
obligation to register the Shares, that, in the absence of registration, the Shares may
be transferred only under limited circumstances, and that transfer of the Shares is
subject to restrictions contained in the Certificate of Incorporation and By-laws of
SiGe, as amended from time to time, and restrictions contained in the Option Agreement.
The Participant understands that the instrument evidencing the Shares will be imprinted
with legends which prohibit the transfer of the Shares unless they are registered or
such registration is not required in the opinion of counsel satisfactory to SiGe. The
Participant does not have any contract, agreement or arrangement with any person to
sell, transfer or grant participations, to such person or to any third person with
respect to any of the Shares.










 









 






	 	(f)	 	The Participant is aware of the adoption of Rule 144 by the Securities and
Exchange Commission, promulgated under the Securities Act, which permits limited public
resale of securities acquired in a non-public offering subject to the satisfaction of
certain conditions, including, among other things: the availability of certain public
information about SiGe, the resale occurring not less than one year after the party has
purchased and paid for the securities to be sold, the sale being through a broker in an
unsolicited “brokers’ transaction,” and the amount of securities being sold during any
three-month period not exceeding specified limitations (generally, 1% of the total
amount outstanding).
	 
	 	(g)	 	The Participant agrees further that said Shares are being acquired by the
Participant in accordance with and subject to the terms, provisions and conditions of
the Plan and the Option Agreement, to each of which the Participant hereby expressly
assents. Such terms, provisions and conditions shall bind and inure to the benefit of
the Participant’s heirs, legal representatives, successors and assigns.






	4.	 	Drag-Along.






	 	(a)	 	Definition of “Sale of SiGe”.In this Agreement, the term “Sale of
SiGe” shall mean the (a) consolidation or merger (or equivalent transaction in any
foreign jurisdiction) of SiGe or any subsidiary into or with any other entity or
entities (except a merger in which SiGe is the surviving corporation and the holders of
SiGe’s voting stock outstanding immediately prior to the transaction constitute the
holders of a majority of the voting stock outstanding immediately following the
transaction or a consolidation or merger of a subsidiary the result of which is that
SiGe, directly or indirectly, owns all of the issued and outstanding capital stock, and
any rights to acquire capital stock, of the surviving corporation immediately following
the transaction), (b) the sale or transfer of all or substantially all the assets of
SiGe or any subsidiary, (c) the sale, exchange or transfer by SiGe’s stockholders, in a
single transaction or series of related transactions, of capital stock representing a
majority of the voting power at elections of directors of SiGe, or (d) the exclusive,
irrevocable licensing of all or substantially all of the intellectual property of SiGe
or any subsidiary to any party other than a subsidiary.
	 
	 	(b)	 	Obligations of Participant.At any time that the holders of a majority in
interest of the Common Stock of SiGe (assuming exchange of the then outstanding Common
Exchangeable Shares of the Canadian Subsidiary and assuming the conversion of any
Preferred Stock of SiGe on an as-converted basis) propose a Sale of SiGe, the holders of
a majority in interest of the then outstanding shares of Common Stock (assuming exchange
of the then outstanding Common Exchangeable Shares of the Canadian Subsidiary and
assuming the conversion of any Preferred Stock on an as-converted basis) shall be
entitled to deliver notice to SiGe that such holders desire the Participant to enter
into agreements with one or more persons that would result in a Sale of SiGe (an
“Approved Sale”), whereupon the Participant shall consent to and raise no
objections against the Approved Sale, and if the Approved Sale is structured as (i) a
merger or consolidation of SiGe, the
Participant shall, and hereby agrees to, waive any dissenter’s rights, appraisal rights
or similar rights in connection with such










 









 






	 	 	 	merger or consolidation and instruct the Board to vote in favor of such Approved Sale,
or (ii) a sale of shares of capital stock, the Participant shall, and hereby agrees to,
agree to sell its Shares on the terms and conditions approved by such holders. The
Participant shall take all necessary and desirable actions in connection with the
consummation of the Approved Sale, including the execution of such agreements and such
instruments and other actions reasonable necessary to (a) provide the representations,
warranties, indemnities, covenants, conditions, escrow agreements and other provisions
and agreements relating to such Approved Sale which are customary for a transaction of
that nature and (b) to effectuate the allocation and distribution of the aggregate
consideration upon the Approved Sale so that the Participant shall receive the same
portion of the aggregate consideration from such Approved Sale that such Participant
would have received if such aggregate consideration (in the case of an asset sale, after
payment or provision of all liabilities) had been distributed by SiGe upon a Liquidation
Event (as such term is defined in the Certificate of Incorporation, as amended, of
SiGe).
	 
	 	(c)	 	Proxy. The Participant hereby grants an irrevocable proxy, coupled with
an interest, and power of attorney to the Secretary of SiGe (the “Nominee”) to
take all necessary actions and execute and deliver all documents deemed necessary and
appropriate by such person to effectuate sub-section (b) above. The Participant hereby
agrees to indemnify defend and hold the Nominee harmless (severally and not jointly)
against all liability, loss or damage, together with all reasonable costs and expenses
(including reasonable legal fees and expenses), relating to or arising from its exercise
of the proxy and power of attorney granted hereby.
	 
	 	(d)	 	Termination. The obligations of the Participant in this Section 4 shall terminate on
the date immediately prior to the closing of a public offering of securities by SiGe pursuant to a
registration statement under the 1933 Act or a prospectus filed under Canadian securities laws.






	5.	 	Repurchase Right.






	 	(a)	 	Repurchase of Shares upon Termination of Service. The following
repurchase provisions hereby are imposed upon the Shares.
	 
	 	(b)	 	Repurchase Rights. If the Participant shall at any time cease to perform
Service (as such term is defined in the Option Agreement), then SiGe shall have the
right, but not the obligation, to purchase or to designate one or more purchasers for
all or any portion of the Shares held by the Participant at a price per share equal to
the Fair Market Value of the Shares on the date of repurchase.
	 
	 	(c)	 	Repurchase Procedures. Upon notice from SiGe of exercise of its rights hereunder, the
Participant shall transfer the Shares designated for repurchase to SiGe or its designee(s) against
payment by SiGe or its designee(s) of the purchase price as specified above. If SiGe shall fail to
exercise its rights under this Section 5 within ninety (90) days of the receipt of notification
that the Participant has ceased to










 









 







	 	 	 	perform Service, the repurchase rights with respect to the Shares imposed by this Section 5
shall terminate.
	 
	 	(d)	 	Failure of Holder to Comply. If the Participant fails to comply with any of the
provisions of this Section 5, SiGe, at its option and in addition to its other remedies, may
suspend the rights of the Participant to vote or to receive dividends on the Shares or may refuse
to register on its books any transfer of the Shares or otherwise to recognize any transfer or
change in the ownership of the Shares or in the right to vote thereon, until the provisions of this
Section 5 are complied with to the satisfaction of SiGe.
	 
	 	(e)	 	Termination. The obligations of the Participant in this Section 5 shall terminate on
the date immediately prior to the closing of a public offering of securities by SiGe pursuant to a
registration statement under the 1933 Act or a prospectus filed under Canadian securities laws.






	6.	 	Right of First Refusal.






	 	(a)	 	Grant. SiGe is hereby granted a right of first refusal (the “First
Refusal Right”), exercisable in connection with any proposed transfer, sale,
exchange, assignment, gift, bequest, disposition, mortgage, charge, pledge, encumbrance,
grant of security interest or other disposition of the Shares (a “Disposition”).
SiGe may assign its First Refusal Right to a third party or parties designated by SiGe
its sole discretion.
	 
	 	(b)	 	Notice of Intended Disposition. If the Participant desires to accept a
bona fide third-party offer for any or all of the Shares held by the Participant (the
Shares subject to such offer to be hereinafter called the “Target Shares”), the
Participant shall promptly deliver to the Secretary of SiGe written notice (the
“Disposition Notice”) of the terms and conditions of the offer, including the
purchase price and the identity of the third-party offeror.
	 
	 	(c)	 	Exercise of Right. SiGe (or its assignees) shall, for a period of thirty
(30) days following receipt of the Disposition Notice, have the right to purchase any or
all of the Target Shares specified in the Disposition Notice upon substantially the same
terms and conditions specified therein. Such right shall be exercisable by delivery of
written notice (the “Exercise Notice”) to the Participant prior to the
expiration of the thirty (30) day exercise period. If such right is exercised with
respect to all the Target Shares specified in the Disposition Notice, then SiGe (or its
assignees) shall effect the purchase of the Target Shares, including payment of the
purchase price, not more than five (5) business days after delivery of the Exercise
Notice; and at such time the Participant shall deliver to SiGe (or its assignees) the
certificates representing the Target Shares to be purchased, each certificate to be
properly endorsed for transfer.
	 
	 	(d)	 	Non-Exercise of Right. If the Exercise Notice is not given to the Selling
Shareholder within thirty (30) days following the date of SiGe’s receipt of the
Disposition Notice, the Participant may sell or otherwise dispose of the Target
Shares to the third-party offeror identified in the Disposition Notice upon terms and
conditions (including the







 









 






	 	 	 	purchase price) no more favourable to such third-party offeror than those specified in
the Disposition Notice; provided, however, that any such sale or
disposition must not be otherwise effected in contravention of the provisions of the
Plan, the Option Agreement or this Agreement and must be concluded no later than ninety
(90) days from the date of delivery of the Disposition Notice.
	 
	 	(e)	 	Obligations of Transferee. Each person or entity (other than SiGe) who receives Shares
as a result of a Disposition shall, as a condition precedent to the validity of such Disposition,
acknowledge in writing in a form satisfactory to SiGe, that the Shares subject to the Disposition
are subject to (i) the drag-along provisions of Section 4, (ii) the repurchase right in Section 5,
(iii) the First Refusal Right in this Section 6, and (iv) the market stand-off provisions of
Section 7, to the same extent such Shares would be so subject if retained by the Participant.
	 
	 	(f)	 	Termination. The obligations of the Participant in this Section 6 shall terminate on
the date immediately prior to the closing of a public offering of securities by SiGe pursuant to a
registration statement under the 1933 Act or a prospectus filed under Canadian securities laws.






	7.	 	Market Stand-Off.






	 	(a)	 	If requested in writing by SiGe or any underwriter of the securities of SiGe, the
Participant hereby agrees not to sell or otherwise transfer or dispose of any of the
Shares for a period not to exceed 180 days following the effective date of a
registration statement or receipt date of a (final) prospectus of SiGe and, at SiGe or
such underwriter’s request, shall sign a lock-up agreement to such effect. Such
agreement shall be in writing in form satisfactory to SiGe or such underwriter. SiGe may
impose stop-transfer instructions with respect to the Shares subject to the foregoing
restriction until the end of such period.
	 
	 	(b)	 	The provisions contained in this Section 7 shall not apply to any transfer of Shares to or in
trust for the sole benefit of the Participant, or any member of the immediate family of the
Participant (provided such transfer is otherwise permitted pursuant to OSC Rule 45-503 and other
applicable securities laws), provided that such transferee agrees in writing to be subject to the
terms of this Agreement.






	8.	 	Legend.
	 
	 	 	In addition to any legend referred to in the Plan or the Option Agreement, the Participant hereby
agrees that the following legend, or words of similar effect, shall be stamped or otherwise
imprinted on the certificate or certificates evidencing the Shares:






	 	 	 	THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF THE ISSUER TO REPURCHASE
CERTAIN OF THE SHARES AND RESTRICTIONS ON TRANSFER OF SUCH SHARES PURSUANT TO AN EXERCISE FORM AND
RESTRICTION AGREEMENT BETWEEN THE ISSUER AND THE HOLDER OF THIS







 









 






	 	 	 	CERTIFICATE. A COPY OF SUCH AGREEMENT IS ON FILE AND IS AVAILABLE FOR INSPECTION AT THE
PRINCIPAL OFFICES OF THE ISSUER.






	9.	 	Spousal Consent.
	 
	 	 	The Participant agrees to obtain the consent of the Participant’s spouse to any such agreement that
may be required by SiGe.
	 
	10.	 	Address for Notice.
	 
	 	 	The Participant’s address of record is:
	 
	 	 	 

	 	 	and the Participant’s Social Security Number is:   
	 
	11.	 	Miscellaneous.
	 
	 	 	This Agreement is intended to be a binding agreement between SiGe and the Participant. This
Agreement shall be governed by, and construed and enforced in accordance with, the laws of the
state of Delaware applicable to contracts made in and to be wholly performed within the state of
Delaware. This Agreement shall be binding upon and inure to the benefit of the heirs and legal
representatives of the Participant and the successors and assigns of SiGe, but shall not be
assigned by the Participant at any time without the prior written permission of SiGe, and any such
attempted assignment shall be void.





	 	 	 	 	 

	 

	 	Very truly yours,	 	 
	 
	 	 	 	 
	 

	 	 

Signature of Participant
	 	 





Spouse of the Participant to sign below if the Shares are to be registered in joint names or if the
Participant resides in a community property state:






 









 




The undersigned, being the spouse of the Participant exercising the option as set forth
above, does hereby acknowledge that the undersigned has read and is familiar with the provisions of
the above Incentive Stock Option Exercise Form, the Plan, and the Option Agreement, and the
undersigned hereby agrees thereto and joins therein to the extent, if any, that the agreement and
joinder of the undersigned may be necessary.





                                                                                

Signature of Spouse of Participant




Dated:                                                             




	 	 	 	 	 

	Receipt of the above is hereby acknowledged.
	 
	 	 	 	 
	SiGe Semiconductor, Inc.
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	Its:

	 	 	 	 
	 

	 	 

	 	 
	 
	Dated: