Form of 2004 Stock Plan Stock Option Agreement



 Exhibit 10.5 
 INSTALLMENT OPTION 
 PEREGRINE
SEMICONDUCTOR CORPORATION 
 2004 STOCK PLAN 
 NOTICE OF STOCK OPTION GRANT 
 Unless otherwise defined herein, the terms
defined in the 2004 Stock Plan shall have the same defined meanings in this Stock Option Agreement. The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan, the
Stock Option Agreement, and this Notice of Stock Option Grant, as follows: 
  

			
	Date of Grant	  	mm/dd/yy
		
	Vesting Commencement Date	  	01/05/2005
		
	Exercise Price Per Share	  	$ 0.00
		
	Total Number of Shares Granted	  	####
		
	Total Exercise Price	  	$ $$
		
	Type of Option:	  	Non-Qualified Stock Option
		
	Term/Expiration Date:	  	Ten Years – mm/dd/yyyy
		
	Option Number	  	####

 Vesting/Exercise Schedule:
Provided that Optionee remains a Service Provider, this Option will become exercisable over a four year period. Twenty-five percent (25%) of the Shares subject to the Option will become exercisable on the first anniversary of the Vesting
Commencement Date, and the balance of the Shares will become exercisable in a series of successive equal daily installments over the three (3) year period measured from the first anniversary of the Vesting Commencement Date. In no event shall
this Option become exercisable for any additional Shares after Optionee ceases to be a Service Provider. 
 Termination
Period: This Option shall be exercisable for thirty (30) days after Optionee ceases to be a Service Provider. Upon Optionee’s death or Disability, this Option may be exercised for six (6) months after Optionee ceases
to be a Service Provider. In no event may Optionee exercise this Option after the Term/Expiration Date as provided above. 

Optionee acknowledges receipt of a copy of the Plan and Stock Option Agreement and represents that he or she is familiar with the terms
and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan, Stock Option Agreement, and this Option in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the
Plan or this Option. 
  

					
	OPTIONEE	 		 	PEREGRINE SEMICONDUCTOR CORPORATION
			
	  	 		 	  
	Signature	 		 	By
			
	  	 		 	  
	Print Name	 		 	Title








 [Evergreen Agreement] Provided that Optionee remains a Service Provider, this Option
will become exercisable in a series of successive equal daily installments over the thirty-four (34) month period measured from the Vesting Commencement Date. In no event shall this Option become exercisable for any additional Shares subject to
the Option after Optionee ceases to be a Service Provider. 
 [New Hire Agreement] Provided that Optionee remains a
Service Provider, this Option will become exercisable over a four year period. Twenty-five percent (25%) of the Shares subject to the Option will become exercisable on the first anniversary of the Vesting Commencement Date, and the balance of
the Shares will become exercisable in a series of successive equal daily installments over the three (3) year period measured from the first anniversary of the Vesting Commencement Date. In no event shall this Option become exercisable for any
additional Shares after Optionee ceases to be a Service Provider. 
 [Promo Grants] Provided that Optionee remains a
Service Provider, this Option will become exercisable in thirty-eight (38) successive equal monthly installments over the thirty-eight (38) month period measured from the Vesting Commencement Date. In no event shall this Option become
exercisable for any additional Shares subject to the Option after Optionee ceases to be a Service Provider. 







 INSTALLMENT OPTION 

PEREGRINE SEMICONDUCTOR CORPORATION 
 2004 STOCK PLAN 
 STOCK OPTION AGREEMENT 

1. Grant of Option. The Plan Administrator of the Company hereby grants to the Optionee (the “Optionee”) named in the
Notice of Stock Option Grant (the “Notice of Grant”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the
“Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 15(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this
Stock Option Agreement, the terms and conditions of the Plan shall prevail. 
 2. Exercise of Option. 

(a) Right to Exercise. This Option shall be exercisable during its term cumulatively in accordance with the
Vesting/Exercise Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Stock Option Agreement. This Option may not be exercised for a fraction of a Share. 

(b) Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as
Exhibit A (the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required
by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice
accompanied by the aggregate Exercise Price. 
 No Shares shall be issued pursuant to the exercise of an Option
unless such issuance and such exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such
Shares. 
 3. Optionee’s Representations. In the event the Shares have not been registered under the Securities Act
of 1933, as amended, at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in
the form attached hereto as Exhibit B. 
 4. Lock-Up Period. Optionee hereby agrees that Optionee shall not
offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common
Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company
held by Optionee (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the
effective date of any registration statement of the Company filed 







 
under the Securities Act plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (i) the publication or other
distribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York
Stock Exchange, as amended, or any similar successor rules. 
 Optionee agrees to execute and deliver such other
agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the
underwriters of Common Stock (or other securities) of the Company, Optionee shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any
public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section shall not apply to a registration relating solely to employee benefit plans on Form S-1
or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer
instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of the applicable lock-up period. Optionee agrees that any transferee of the Option or shares acquired pursuant to the
Option shall be bound by this Section. 
 5. Method of Payment. Payment of the aggregate Exercise Price shall be by any
of the following, or a combination thereof, at the election of the Optionee: 
 (a) cash or check; 

(b) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection
with the Plan; or 
 (c) surrender of other Shares which, (i) in the case of Shares acquired from the
Company, either directly or indirectly, have been owned by the Optionee, and not subject to a substantial risk of forfeiture, for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender
equal to the aggregate Exercise Price of the Exercised Shares. 
 6. Restrictions on Exercise. This Option may not be
exercised until such time as the Plan has been approved by the shareholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable
Law. 
 7. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by
the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Stock Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of
the Optionee. 
 8. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and
may be exercised during such term only in accordance with the Plan and the terms of this Option. 







 9. Withholding Taxes. Optionee agrees to make appropriate arrangements with the
Company (or the Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Optionee acknowledges and
agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the
compensation income recognized by the Optionee. 
 10. Entire Agreement; Governing Law. The Plan is incorporated herein
by reference. The Plan and this Stock Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the internal substantive laws but not the choice
of law rules of California. 
 11. No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING
OF SHARES PURSUANT TO THE VESTING/EXERCISE SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER
ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING/EXERCISE SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.