Form of Option Grant Notice and Stock Option Agreement



 Exhibit 10.3 
 TRIQUINT SEMICONDUCTOR, INC. 2009 
 INCENTIVE PLAN 
 STOCK OPTION GRANT NOTICE 
 (FOR U.S.
OPTIONEES) 
 TriQuint Semiconductor, Inc. (the “Company”) hereby grants to you an Option (the “Option”) to purchase
shares of the Company’s Common Stock under the Company’s 2009 Incentive Plan (the “Plan”). The Option is subject to all the terms and conditions set forth in this Stock Option Grant Notice (this “Grant Notice”), in the
Stock Option Agreement and in the Plan, which are incorporated into this Grant Notice in their entirety. 
  
  

					
	[Name]	  	Option Number:	  	[option number]
	[Address]	  	Option Plan:	  	[Plan]
		  	Grant Date:	  	[date]
		  	Option Shares:	  	[number]
		  	Exercise Price (per Share):	  	[price]
		  	Type of Option:	  	 Incentive Stock Option*
 Nonqualified Stock Option


  
 Vesting and Exercisability Schedule: Subject to the provisions of the Plan, the Option will become vested and exercisable in installments on the dates set forth below and remain cumulatively exercisable until the Option Expiration
Date indicated, subject to earlier expiration in the event of your Termination of Service as set forth in the Stock Option Agreement: 
  

					
	 Number of Shares
	  	 Date Option May First Be Exercised
	  	 Option Expiration Date

	 [number]
	  	[date]	  	[date]
	 [number]
	  	[date]	  	[date]
	 [number]
	  	[date]	  	[date]
	 [number]
	  	[date]	  	[date]

 Additional Terms/Acknowledgement: By accepting the grant of the Option, you acknowledge and
agree that: as of the Grant Date, this Grant Notice, the Stock Option Agreement and the Plan set forth the entire understanding between you and the Company regarding the Option and supersede all prior oral and written agreements on the
subject[ with the exception of the following agreements:                    ]. 
 TRIQUINT SEMICONDUCTOR, INC. 
 Ralph Quinsey 
 Chief Executive Officer 







 TRIQUINT SEMICONDUCTOR, INC. 
 2009 INCENTIVE PLAN 
 STOCK OPTION AGREEMENT 
 Pursuant to your Stock Option Grant Notice (the “Grant Notice”) and this Stock Option Agreement (this “Agreement”),
TriQuint Semiconductor, Inc. has granted you an Option under its 2009 Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice (the “Shares”) at the exercise
price indicated in your Grant Notice. Capitalized terms not defined in this Agreement but defined in the Plan have the same definitions as in the Plan. The Plan shall control in the event there is any express conflict between the Plan and the Grant
Notice or this Agreement and with respect to such matters as are not expressly covered in this Agreement. 
 The details of the Option are as
follows: 
 1. Vesting and Exercisability. Subject to the limitations contained herein, the Option will vest and become exercisable as
provided in your Grant Notice, except that, unless otherwise provided in the Grant Notice or this Agreement, vesting will cease upon your Termination of Service and the unvested portion of the Option will terminate. 
 2. Securities Law Compliance. Notwithstanding any other provision of this Agreement, you may not exercise the Option unless the Shares issuable
upon exercise are registered under the Securities Act or, if such Shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of
the Option must also comply with other applicable laws and regulations governing the Option, and you may not exercise the Option if the Company determines that such exercise would not be in material compliance with such laws and regulations.

 3. Incentive Stock Option Qualification. If so designated in your Grant Notice, all or a portion of the Option is intended to
qualify as an Incentive Stock Option under federal income tax law, but the Company does not represent or guarantee that the Option qualifies as such. 
 If the Option has been designated as an Incentive Stock Option and the aggregate Fair Market Value (determined as of the grant date) of the shares of Common Stock subject to the portions of the Option and all other
Incentive Stock Options you hold that first become exercisable during any calendar year exceeds $100,000, any excess portion will be treated as a Nonqualified Stock Option, unless the Internal Revenue Service changes the rules and regulations
governing the $100,000 limit for Incentive Stock Options. A portion of the Option may be treated as a Nonqualified Stock Option if certain events cause exercisability of the Option to accelerate. 
 4. Notice of Disqualifying Disposition. To the extent the Option has been designated as an Incentive Stock Option, to obtain certain tax benefits
afforded to Incentive 







 Stock Options, you must hold the Shares issued upon the exercise of the Option for two years after the Grant Date and one
year after the date of exercise. By accepting the Option, you agree to promptly notify the Company if you dispose of any of the Shares within one year from the date you exercise all or part of the Option or within two years from the Grant Date.

 5. Alternative Minimum Tax. You may be subject to the alternative minimum tax at the time of exercise of an Incentive Stock Option.

 6. Independent Tax Advice. You should obtain tax advice when exercising the Option and prior to the disposition of the Shares.

 7. Methods of Exercise. Subject to the provisions of this Agreement, the vested portion of the Option may be exercised, in whole or
in part, at any time during the term of the Option by giving written notice of exercise to the Company on the form furnished by the Company for that purpose or, to the extent applicable, by written notice to a brokerage firm designated or approved
by the Company, specifying the number of Shares subject to the Option to be purchased, and accompanied by payment of the exercise price and any withholding taxes, or suitable arrangements for such payment satisfactory to the Company. 
 The exercise price for Shares to be purchased upon exercise of all or a portion of the Option shall be paid in any combination of the following:

 (a) in cash (by wire transfer or certified or bank check or such other instrument acceptable to the Company); 
 (b) if permitted by the Committee for Nonqualified Stock Options, having the Company withhold shares of Common Stock that would otherwise be issued on
exercise of the Option that have a Fair Market Value on the date of exercise of the Option equal to the exercise price of the Option; 
 (c)
if permitted by the Committee, by using shares of Common Stock you already own; 
 (d) to the extent permitted by applicable law, by
instructing a broker to deliver to the Company the total payment required, all in accordance with the regulations of the Federal Reserve Board; or 
 (e) by any other method permitted by the Committee. 
 8. Treatment Upon Termination of Employment or Service Relationship.
The unvested portion of the Option will terminate automatically and without further notice immediately upon your Termination of Service. You may exercise the vested portion of the Option as follows: 
 (a) General Rule. You must exercise the vested portion of the Option on or before the earlier of (i) three months after your Termination of
Service and (ii) the Option Expiration Date; 







 (b) Retirement or Disability. In the event of your Termination of Service due to Retirement or
Disability, you must exercise the vested portion of the Option on or before the Option Expiration Date; and 
 (c) Death. In the event
of your Termination of Service due to your death, the vested portion of the Option must be exercised on or before the earlier of (i) one year after your Termination of Service and (ii) the Option Expiration Date. If you die after your
Termination of Service but while the Option is still exercisable, the vested portion of the Option may be exercised until the earlier of (x) one year after the date of death and (y) the Option Expiration Date; and 
 The Option must be exercised within three months after termination of employment for reasons other than death or disability and one year after
termination of employment due to disability to qualify for the beneficial tax treatment afforded Incentive Stock Options. For purposes of the preceding, “disability” has the meaning attributed to that term for purposes of Section 422
of the Code. 
 It is your responsibility to be aware of the date the Option terminates. 
 9. Limited Transferability. During your lifetime only you can exercise the Option. The Option is not transferable except by will or by the
applicable laws of descent and distribution. The Plan provides for exercise of the Option by a beneficiary designated on a Company-approved form or the personal representative of your estate. Notwithstanding the foregoing and to the extent permitted
by Section 422 of the Internal Revenue Code of 1986, the Committee, in its sole discretion, may permit you to assign or transfer the Option, subject to such terms and conditions as specified by the Committee. 
 10. Withholding Taxes. As a condition to the exercise of any portion of an Option, you must make such arrangements as the Company may
require for the satisfaction of any federal, state, local or foreign tax withholding obligations that may arise in connection with such exercise. 
 11. Option Not an Employment or Service Contract. Nothing in the Plan or this Agreement will be deemed to constitute an employment contract or confer or be deemed to confer any right for you to continue in the employ of, or to
continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate your employment or other relationship at any time, with or without Cause. 
 12. No Right to Damages. You will have no right to bring a claim or to receive damages if you are required to exercise the vested portion of the
Option within three months (one year in the case of death) of your Termination of Service or if any portion of the Option 







 is cancelled or expires unexercised. The loss of existing or potential profit in the Option will not constitute an
element of damages in the event of your Termination of Service for any reason even if the termination is in violation of an obligation of the Company or a Related Company to you. 
 13. Binding Effect. This Agreement will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs,
executors, administrators, successors and assigns.