Exhibit 10.27


 


QUICKLOGIC CORPORATION


 


2009 STOCK PLAN


 


NOTICE OF GRANT OF STOCK PURCHASE RIGHT


 


Unless otherwise defined
herein, the terms defined in the 2009 Stock Plan (the “Plan”) will have the
same defined meanings in this Notice of Grant of Stock Purchase Right and the
Restricted Stock Purchase Agreement, attached hereto as Exhibit A (the “Restricted
Stock Purchase Agreement” or “Agreement”).


 


QuickLogic Corporation is
pleased to inform you that you, the undersigned Purchaser, have been granted a
right to purchase Restricted Stock (hereinafter referred to as the “Shares”) of
the Company, subject to the terms and conditions of the Plan and this
Agreement, as follows:


 


	
  Purchaser:

  
	
  Grant Number:

  
	
  Date of Grant:

  
	
  Expiration Date:

  
	
  Vesting Commencement Date:

  
	
  Exercise Price, per Share:

  
	
  Number of Shares Granted:

  
	
   

  
	
  Vesting Schedule (Check one):

  



 


Exercise and
Vesting Schedule:
This grant is exercisable immediately, in whole or in part, and the Restricted
Stock shall vest according to the following vesting schedule.  Purchaser will generally be taxed
when the Restricted Stock vests and the Company’s repurchase option has
lapsed.  The Restricted Stock is intended
(but not guaranteed) to vest in an open trading window under the Company’s
insider trading policy.  This should help
enable the Purchaser to sell a portion of the delivered shares to cover the
Purchaser’s tax obligations.  If the
trading window is closed on a scheduled vesting date, vesting of the Restricted
Stock will be delayed until the trading window is open.  A Purchaser vests in the Restricted Stock in accordance with the following vesting
schedule, so long as a Vesting Cessation Date has not yet occurred:


 


25% of the shares will vest on the first open
trading day under the Company’s insider trading policy occurring on or after
the one year anniversary of the Vesting Commencement Date; thereafter, 1/16 of
the Shares will vest on the first open trading day under the Company’s insider
trading policy on or after each successive quarter following the first
anniversary, so as to be 100% vested on the first open trading day on or after
the fourth anniversary of the Vesting Commencement Date.


 

















 


25% of the shares are scheduled to vest on
the first open trading day under the Company’s insider trading policy on or
after each quarter following the Vesting Commencement Date, so as to be 100%
vested on the first open trading day on or after the first anniversary of the
Vesting Commencement Date.


 


The shares are immediately vested upon grant.


 


Other:


 


In no event shall the Shares vest after the 10th anniversary of the Date of Grant.


 


For instance,
assume a Purchaser received a stock purchase right to acquire 160 shares on
2/15/06 under scheduled vesting date alternative 1, and that the Purchaser
exercised the purchase right.  If the
trading window under the Company’s insider trading policy is open on 2/15/07,
5/15/07 and 8/15/07, the Purchaser would vest 40 shares on 2/15/07, 10 shares
on 5/15/07 and 10 shares on 8/15/07.  If
the trading window was closed 3/1/07 and reopened 8/20/07, the Purchaser would
vest 40 shares on 2/15/07 and 20 shares on 8/20/07.


 


In these examples,
if the Purchaser ceased providing services to the Company as a director,
employee or consultant on 6/1/07, the individual would have vested in 50 shares
in the open trading window scenario, and in 40 shares under the closed trading
window scenario.


 


YOU MUST EXERCISE THIS
STOCK PURCHASE RIGHT BEFORE THE EXPIRATION DATE OR IT WILL TERMINATE AND YOU
WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES.


 


Non-Transferability of
Stock Purchase Right.  This Stock Purchase Right may not be
transferred, assigned, pledged or hypothecated in any manner (whether by
operation of law or otherwise) otherwise than by will or by the laws of descent
or distribution and may be exercised during the lifetime of Purchaser only by
Purchaser.  Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of this Stock
Purchase Right or the unreleased shares, or any right or privilege conferred
hereby, or upon any attempted sale under any execution, attachment or similar
process, this right and the rights and privileges conferred hereby immediately
will become null and void.  The terms of the Restricted Stock
Purchase Agreement, Plan and Notice of Grant of Stock Purchase Right will be
binding upon the executors, administrators, heirs, successors and assigns of
the Purchaser.


 


Termination of
Relationship as a Service Provider or Provision of Notice of Employment
Termination; Vesting Cessation Date.  If Purchaser (i)
ceases to provide ongoing service as a Service Provider (for any reason and
regardless of any appropriate court finding such termination unfair or
irregular on any basis whatsoever), or (ii) the Purchaser is provided with
notice of termination of employment (for any reason and regardless of any
appropriate court finding the related termination unfair or irregular on any
basis whatsoever) and ceases to provide ongoing service during the notice
period, the Company will, in the period commencing (a) on the earlier of the
date of such cessation as a Service Provider or the last date of ongoing
service after receiving a notice of termination of employment, or (b) such
later date as required by Applicable 


 


 


2

















 


Law (the earlier
of these dates or such later date required by Applicable Law is referred to
herein as the “Vesting Cessation Date”, as reasonably fixed and determined by
the Administrator) and ending three months later, have an irrevocable,
exclusive option to repurchase up to that number of Shares which constitute the
Unreleased Shares (as defined in Section 4) at the original Exercise Price per
share (the “Repurchase Price”) (the “Repurchase Option”). At the sole
discretion of Company, subject to Applicable Law, Purchaser may be paid a lump
sum for their cash compensation in lieu of notice.


 


The Restricted Stock
Purchase Agreement (including exhibits A-1 to A-3) and the Plan are
incorporated herein by reference.  This
Notice of Grant, the Plan and Restricted Stock Purchase Agreement (including
exhibits A-1 to A-3 referenced therein) 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 Purchaser
with respect to the subject matter hereof, and may not be modified adversely to
the Purchaser’s interest except by means of an express written contract signed
by the Company and Purchaser.  The
Company will administer the Plan from the United States of America, and any
disputes will be settled in the U.S. according to U.S. law.  This Notice of Grant of Stock Purchase Right,
Restricted Stock Purchase Agreement (including exhibits A-1 to A-3), Plan and
all awards are governed by the internal substantive laws, but not the choice of
law principles, of the State of California, United States of America.  Notwithstanding anything to the contrary in
the Plan or the Agreement (including exhibits A-1 to A-3), the Company reserves
the right to revise this Agreement as it deems necessary or advisable, in its
sole discretion and without Purchaser’s consent, to comply with Section 409A or
to otherwise avoid imposition of any additional tax or income recognition under
Section 409A prior to the actual issuance of Restricted Stock or prior to the
lapse of repurchase rights under this Agreement.


 


By Purchaser’s signature
and the signature of the Company’s representative below, Purchaser and the
Company agree that this Stock Purchase Right is granted under and governed by
the terms and conditions of the Plan, the Restricted Stock Purchase Agreement
(including exhibits A-1 to A-3) and this Notice of Grant of Stock Purchase
Right.  Purchaser has reviewed the Plan,
the Restricted Stock Purchase Agreement (including exhibits A-1 to A-3) and
this Notice of Grant of Stock Purchase Right, has had an opportunity to obtain
the advice of counsel prior to executing this Agreement and fully understands
all provisions of the Plan, the Restricted Stock Purchase Agreement (including
exhibits A-1 to A-3) and this Notice of Grant of Stock Purchase Right.  Purchaser agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon
any questions relating to the Plan, the Restricted Stock Purchase Agreement
(including exhibits A-1 to A-3) and this Notice of Grant of Stock Purchase
Right.  Purchaser further agrees to
notify the Company upon any change in the residence indicated in the Notice of
Grant of Stock Purchase Right.


 


3

















 


	
  PURCHASER

  	
   

  	
  QUICKLOGIC
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
  Print Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
  PURCHASER
  ADDRESS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BENEFICIARY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Consent of spouse required if beneficiary is someone
  other than spouse:

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
							



 


Please return this Notice of Grant of Stock Purchase Right, Assignment
Separate from Certificate, and Joint Escrow Instructions to the Stock
Administrator of the Company.


 


4

















 


EXHIBIT A


 


RESTRICTED STOCK PURCHASE AGREEMENT


 


1.             Sale of Stock.  The Company
hereby agrees to sell to the individual named in the Notice of Grant of Stock
Purchase Right (the “Purchaser”), and the Purchaser hereby agrees to purchase
the number of Shares set forth in the Notice of Grant of Stock Purchase Right,
at the exercise price per share set forth in the Notice of Grant of Stock
Purchase Right (the “Exercise Price”), and subject to the terms and conditions
of the Plan, which is incorporated herein by reference.  In the event of a conflict between the terms
and conditions of the Plan and this Agreement, the terms and conditions of the
Plan will prevail.


 


2.             Payment of Purchase Price. 
Upon exercise of the Stock Purchase Right, Purchaser shall deliver to
the Company the aggregate Exercise Price for the Shares by cash or check,
together with any and all withholding taxes due in connection with the purchase
of the Shares.


 


3.             Repurchase Option.


 


(a)           The Repurchase Option may be exercised by the Company
by delivering written notice to the Purchaser or the Purchaser’s executor (with
a copy to the Escrow Holder (as defined in Section 7)) AND, at the Company’s
option, (i) by delivering to the Purchaser or the Purchaser’s executor a check
in the amount of the aggregate Repurchase Price, or (ii) by the Company
canceling an amount of the Purchaser’s indebtedness to the Company equal to the
aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that
the combined payment and cancellation of indebtedness equals such aggregate
Repurchase Price.  Upon delivery of such
notice and the payment of the aggregate Repurchase Price in any of the ways
described above, the Company will become the legal and beneficial owner of the
Unreleased Shares being repurchased and all rights and interests therein or
relating thereto, and the Company will have the right to retain and transfer to
its own name the number of Unreleased Shares being repurchased by the Company.


 


(b)           If no cash consideration was used to pay for the
Restricted Stock (for example, if the Shares were purchased by prior Service),
the Repurchase Option will be exercised by the Company by delivering written
notice to the Purchaser or the Purchaser’s executor (with a copy to the Escrow
Holder (as defined in Section 7)). Upon delivery of such notice, the Company
will become the legal and beneficial owner of the Unreleased Shares being
repurchased and all rights and interests therein or relating thereto, and the
Company will have the right to retain and transfer to its own name the number
of Unreleased Shares being repurchased by the Company.


 


(c)           Whenever the Company will have the right to repurchase
the Unreleased Shares hereunder, the Company may designate and assign one or
more employees, officers, directors or shareholders of the Company or other
persons or organizations to exercise all or a part of the Company’s Repurchase
Option to purchase all or a part of the Unreleased Shares.  If the Fair Market Value of the Unreleased
Shares to be repurchased on the date of such designation or assignment (the “Repurchase
FMV”) exceeds the aggregate Repurchase Price of the 


 


5

















 


Unreleased Shares, then
the Administrator may require each such designee or assignee to pay the Company
cash equal to the difference between the Repurchase FMV and the aggregate
Repurchase Price of Unreleased Shares to be purchased.


 


(d)           If the Company or its assignee does not elect to
exercise the Repurchase Option conferred above by giving the requisite notice
within three (3) months following Purchaser’s Vesting Cessation Date, the
Repurchase Option will terminate.


 


4.             Release of Shares From Repurchase Option.


 


(a)           The Repurchase Option shall lapse as the Shares vest,
as set forth in the Notice of Grant of Stock Purchase Right, or any other duly
authorized written agreement between Company and Purchaser.


 


(b)           Any of the Shares which have not yet been released
from the Company’s Repurchase Option are referred to herein as “Unreleased
Shares”.


 


(c)           The Shares which have been released from the Company’s
Repurchase Option will be delivered to the Purchaser at the Purchaser’s request
(see Section 7).


 


5.             Payment after Vesting.  Any Restricted Stock that vests in accordance
with the Notice of Grant of Stock Purchase Right will be released from escrow
to Purchaser (or in the event of the Purchaser’s death, to Purchaser’s estate),
provided that to the extent determined appropriate by the Company, any federal,
state and local withholding taxes, fringe benefit tax (“FBT”) or National
Insurance Contribution (“NIC”) tax with respect to such Restricted Stock will
be paid by the Purchaser in the manner allowed by the Company.


 


6.             Restriction on Transfer.  Except for
the escrow described in Section 7 or transfer of the Shares to the Company or
its assignees contemplated by this Agreement, none of the Shares or any
beneficial interest therein will be transferred, assigned, pledged or hypothecated
in any way (whether by operation of law or otherwise) and will not be subject
to sale under execution, attachment or similar process, encumbered or otherwise disposed of in
any way until the release of such Shares from the Company’s Repurchase Option
in accordance with the provisions of this Agreement, other than by will or the
laws of descent and distribution.  Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this
grant, or any right or privilege conferred hereby, or upon any attempted sale
under any execution, attachment or similar process, this grant and the rights
and privileges conferred hereby immediately will become null and void.


 


7.             Escrow of Shares.


 


(a)           To ensure the availability for delivery of the Purchaser’s
Unreleased Shares upon exercise of the Repurchase Option by the Company, the
Purchaser will, upon exercise of the Stock Purchase Right, deliver and deposit
with an escrow holder designated by the Company (the “Escrow Holder”) the share
certificates representing the Unreleased Shares, together with the Assignment
Separate from Certificate (the “Stock Assignment”) duly endorsed in blank,
attached hereto as Exhibit A-1. 
The Unreleased Shares and Stock Assignment will be 


 


6

















 


held by the Escrow
Holder, pursuant to the Joint Escrow Instructions of the Company and Purchaser
attached as Exhibit A-2 hereto, until such time as the Company’s
Repurchase Option expires.


 


(b)           The Escrow Holder will not be liable for any act it
may do or omit to do with respect to holding the Unreleased Shares in escrow
and while acting in good faith and in the exercise of its judgment.


 


(c)           If the Company or any assignee exercises its
Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice
of such option exercise from the proposed transferee, will take all steps
necessary to accomplish such transfer.


 


(d)           When the Repurchase Option has been exercised or
expires unexercised or a portion of the Shares has been released from such
Repurchase Option, upon Purchaser’s request the Escrow Holder will promptly
cause a new certificate to be issued for such released Shares and will deliver
such certificate to the Company or the Purchaser, as the case may be.


 


(e)           Subject to the terms hereof, once the Stock Purchase
Right is exercised, the Purchaser will have all the rights of a shareholder,
and shall be a shareholder when his or her purchase is entered upon the records
of the duly authorized transfer agent of the Company, including without
limitation, the right to vote the Shares and receive any cash dividends
declared thereon.  No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the Stock Repurchase Right is exercised, except as provided in Section 14
of the Plan.  If, from time to time
during the term of the Company’s Repurchase Option, there is (i) any stock
dividend, stock split or other change in the Shares, or (ii) any merger or sale
of all or substantially all of the assets or other acquisition of the Company,
any and all new, substituted or additional securities to which the Purchaser is
entitled by reason of the Purchaser’s ownership of the Shares will be
immediately subject to this escrow, deposited with the Escrow Holder and
included thereafter as “Shares” for purposes of this Agreement and the Company’s
Repurchase Option, in an amount proportional to the Unreleased Shares.


 


8.             Restrictive Legends; Stop-Transfer
Orders; Refusal to Transfer.


 


(a)           Purchaser understands and agrees that the Company will
cause the legends set forth below or legends substantially equivalent thereto,
to be placed upon any certificate(s) evidencing ownership of the Shares
together with any other legends that may be required by the Company or by
applicable state or federal securities laws:


 


THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER
AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN
THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL
HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE
OF THE ISSUER.  SUCH TRANSFER
RESTRICTIONS, RIGHT OF FIRST REFUSAL AND 


 


7

















 


REPURCHASE OPTION
ARE BINDING ON TRANSFEREES OF THESE SHARES.


 


(b)           Stop-Transfer Notices.  Purchaser
agrees that, in order to ensure compliance with the restrictions referred to
herein, the Company may issue appropriate “stop transfer” instructions to its
transfer agent, if any, and that, if the Company transfers its own securities,
it may make appropriate notations to the same effect in its own records.


 


(c)           Refusal to Transfer.  The Company
will not be required (i) to transfer on its books any Shares that have been sold
or otherwise transferred in violation of any of the provisions of this
Agreement or (ii) to treat as owner of such Shares or to accord the right to
vote or pay dividends to any purchaser or other transferee to whom such Shares
will have been so transferred.


 


9.             Tax Withholding and Consequences. 
Regardless of any action the Company takes with respect to any or all
income tax, social insurance, payroll tax, payment on account or other
tax-related withholding, fringe benefit tax (“FBT”) or National Insurance
Contribution (“NIC”) relating to the grant, vesting, release, cancellation or
transfer of the related Shares (“Tax-Related Items”), Purchaser acknowledges
that the ultimate liability for all Tax-Related Items legally due by Purchaser
are and remain Purchaser’s responsibility and that the Company (i) make no
representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of the grant of Restricted Stock, including
the grant of a Stock Purchase Right, vesting and lapse of repurchase rights,
the subsequent sale of shares and/or the receipt of any dividends; and (ii) do
not commit to structure the terms of the grant of a Stock Purchase Right or the
terms of underlying Restricted Stock to reduce or eliminate Purchaser’s
liability for Tax-Related Items.


 


Purchaser agrees to make
appropriate arrangements with the Company (or the Parent or Subsidiary
employing or retaining Purchaser) in accordance with the procedures offered by
the Company for the satisfaction of all federal, state, local and foreign
income and employment tax withholding requirements, FBT or NIC tax applicable
to the grant, vesting or delivery of Shares pursuant to this award of Stock
Purchase Rights.  Purchaser also agrees
to reimburse or pay the Company (including its Subsidiaries) in full, any liability that the Company
incurs towards any FBT or NIC
paid or payable in respect of the grant, vesting, release, cancellation,
transfer or delivery of the Shares, within the time and in the manner prescribed by the Company.  The Administrator may in its sole
discretion determine amounts and whether the withholding taxes and/or FBT
and/or NIC with respect to such Shares will be paid by cash, selling a portion
of vested shares, electing to have the Company withhold otherwise deliverable Shares having a
value equal to the minimum amount statutorily required to be withheld, selling a
sufficient number of such Shares otherwise deliverable to Purchaser through
such means as the Company may determine in its sole discretion (whether through
a broker or otherwise) having a Fair Market Value equal to the amount required,
by directing of a portion of the proceeds to the Company, by payroll
withholding, by delivering already vested and owned Shares to the Company, by
delivering net shares, by direct payment from the Purchaser to the Company, by some other method, or by some
combination thereof.  Purchaser agrees to
execute any additional documents requested by the Company for such
reimbursement of such taxes to the Company.


 


8

















 


Purchaser grants to the Company the irrevocable
authority, as agent of Purchaser and on Purchaser’s behalf, to sell or procure
the sale of sufficient Shares subject to this award of Stock Purchase Rights so
that the net proceeds receivable by the Company are as far as possible equal to
but not less than the amount of any withholding tax, FBT or NIC the Purchaser
is liable for (including pursuant to the preceding paragraph) and the Company
will account to Purchaser for any balance.


 


Purchaser acknowledges and agrees that the Company
may refuse to deliver Shares if Purchaser has not made appropriate arrangements
with the Company to satisfy tax withholding requirements, FBT or NIC.


 


Set
forth below is a brief summary as of the date of grant of this Stock Purchase
Right of some of the federal tax consequences of exercise of this Stock
Purchase Right and disposition of the Shares. 
THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS
ARE SUBJECT TO CHANGE.


 


As the Company’s repurchase right lapses,
Purchaser will immediately recognize compensation income in an amount equal to
the difference between the Fair Market Value of the stock at the time the
Company’s repurchase right lapses and the amount paid for the stock, if any (the “Spread”), if you are a U.S taxpayer. If
you are a non-U.S. taxpayer, you will be subject to applicable taxes in your jurisdiction.


 


Alternatively, for U.S.
taxpayers the Spread on all of the Shares will be recognized by Purchaser in
connection with the exercise of the stock purchase right for shares subject to
the Repurchase Option, if an election under Section 83(b) of the Code is filed
with the Internal Revenue Service within thirty (30) days of the date of
exercise of the right to purchase stock. 
The form for making this election is attached as Exhibit A-3
hereto.


 


If Purchaser is an
Employee or former Employee, the Spread will be subject to tax withholding by
the Company, and the Company will be entitled to a tax deduction in the amount
at the time the Purchaser recognizes ordinary income with respect to a Stock
Purchase Right.  Purchaser agrees to make
appropriate arrangements with the Company (or the Parent or Subsidiary employing
or retaining Purchaser) for the satisfaction of all federal, state, and local
income and employment tax withholding requirements applicable to the purchase
of Shares or the lapse of repurchase rights hereunder.  Purchaser 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 purchase.


 


The Administrator,
in its sole discretion and pursuant to such procedures as it may specify from
time to time, may permit the Purchaser to satisfy such tax withholding
obligation, in whole or in part by one or more of the following (without
limitation):  (i) paying
cash,  (ii) delivering to the Company
already vested and owned Shares having a Fair Market Value equal to the minimum
amount statutorily required to be withheld, (iii) electing to have the Company withhold otherwise
deliverable Shares having a value equal to the minimum amount statutorily
required to be withheld, or (iv) selling a sufficient number of such Shares otherwise
deliverable to Purchaser through such means as the Company may determine in its
sole discretion (whether through a 


 


9

















 


broker or otherwise)
having a Fair Market Value equal to the minimum amount required to be withheld.


 


PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER’S SOLE
RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b),
EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS
FILING ON THE PURCHASER’S BEHALF.


 


10.           No Guarantee of Continued Service. 
PURCHASER ACKNOWLEDGES AND AGREES THAT THE RELEASE OF SHARES FROM THE
REPURCHASE OPTION OF THE COMPANY PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY
CONTINUING SERVICE AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH
THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER).  PURCHASER FURTHER ACKNOWLEDGES AND AGREES
THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
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 WILL NOT INTERFERE WITH PURCHASER’S RIGHT OR THE COMPANY’S
RIGHT TO TERMINATE PURCHASER’S CONTINUOUS STATUS AT ANY TIME, WITH OR WITHOUT
CAUSE, EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW. ACCORDINGLY, PURCHASER
DOES NOT HAVE ANY ENTITLEMENT TO THE UNDERLYING SHARES IF PURCHASER RESIGNS OR
IF THERE IS A VESTING CESSATION DATE FOR ANY REASON PRIOR TO THE DATE THAT THE
RESTRICTED STOCK VESTS.


 


(a)           Nature of Grant. In accepting the offer to acquire Shares, Purchaser
acknowledges that: (a) the Plan is established voluntarily by the Company, it
is discretionary in nature and it may be modified, amended, suspended or
terminated by the Company at any time, unless otherwise provided in the Plan
and this Agreement; (b) the grant of a Stock Purchase Right and Restricted
Stock is voluntary and occasional and does not create any contractual or other
right to receive future grants of Stock Purchase Rights or Restricted Stock, or
benefits in lieu of such grants even if such awards have been granted
repeatedly in the past; (c) all decisions with respect to future Stock Purchase
Rights, if any, will be at the sole discretion of the Company; (d) Purchaser is
voluntarily participating in the Plan; (e) the grant of Stock Purchase Rights
and Restricted Stock is an extraordinary item that does not constitute
compensation of any kind for services of any kind rendered to the Company; (f) the
Stock Purchase Right and Restricted Stock are not part of normal or expected
compensation or salary for any purposes, including, but not limited to,
resignation, termination, redundancy, bonuses, long-service awards, pension or
retirement benefits, life insurance, 401(k) profit sharing or similar payments;
(g) the future value of the Shares is unknown and cannot be predicted with
certainty; and (h) that the Company will have the exclusive discretion to
determine when Purchaser is no longer providing ongoing service to the Company
for purposes of administering Purchaser’s grant of Stock Purchase Rights or
Restricted Stock.


 


(b)           Data Privacy. By accepting this Stock Purchase Right or any
Restricted Stock in payment thereof, Purchaser explicitly and unambiguously
consents to the collection, use 


 


10

















 


and transfer, in
electronic or other form, of Purchaser’s personal data as described in this
document by and among, as applicable, the Company, its subsidiaries and
affiliates for the exclusive purpose of implementing, administering and
managing Purchaser’s participation in the Plan. For the purpose of
implementing, administering and managing the Plan, Purchaser understands that
the Company holds certain personal information about Purchaser, including, but
not limited to, Purchaser’s name, home address and telephone number, date of
birth, Tax ID or other identification number, salary, nationality, job title,
any equity or directorships held in the Company, details of all equity awards
or any entitlement to Shares awarded, canceled, exercised, vested, unvested or
outstanding in Purchaser’s favor, for the purpose of implementing,
administering and managing the Plan (“Data”). Purchaser understands that Data
may be transferred to any third parties assisting in the implementation,
administration and management of the Plan, that these recipients may be located
in Purchaser’s country or elsewhere. The Company, as a global company, may
transfer Purchaser’s personal data to countries which may not provide an
adequate level of protection. The Company, however, is committed to providing a
suitable and consistent level of protection for Purchaser’s personal data
regardless of the country in which it resides. Purchaser understands that he or
she may request information regarding the Company’s stock plan administration
by contacting Human Resources, the Chief Financial Officer or their designee.
Purchaser authorizes the recipients to receive, possess, use, retain and
transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing Purchaser’s participation in the Plan,
including any requisite transfer of such Data as may be required to a broker or
other third party with whom Purchaser deposits any Shares issued at vesting or
other scheduled payout. Purchaser understands that Data will be held as long as
is necessary to implement, administer and manage the Plan. Purchaser
understands that he or she may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary
amendments to Data or refuse or withdraw the consents herein, in any case
without cost, by contacting in writing Human Resources or the Chief Financial
Officer. Purchaser understands, however, that refusing or withdrawing his or
her consent may affect Purchaser’s ability to participate in the Plan. For more
information on the consequences of Purchaser’s refusal to consent or withdrawal
of consent, Purchaser understands that he or she may contact Human Resources,
the Chief Financial Officer or their designee.


 


(c)           Electronic Delivery. The Company may, in its sole discretion, decide to
deliver any documents related to the award of Stock Purchase Rights or issuance
of Restricted Stock and participation in the Plan or future Stock Purchase
Rights or Restricted Stock that may be awarded under the Plan by electronic
means or to request Purchaser’s consent to participate in the Plan by
electronic means. Purchaser hereby consents to receive such documents by
electronic delivery and, if requested, to agree to participate in the Plan
through an on-line or electronic system established and maintained by the
Company or another third party designated by the Company.


 


(d)           Value of Shares.  The future
value of the Shares is unknown and cannot be predicted with certainty.


 


11

















 


(e)           Choice of Language.


 


(i)            For Employees of Canadian Locations: 
The undersigned agrees that it is his or her express wish that this form
and all documents relating to his or her participation in the scheme be drawn
in the English language only.  Le soussigné
convient que sa volonté expresse est que ce formulaire ainsi que tous les
documents se rapportant à sa participation au régime soient rédigés en langue
anglaise seulement.


 


(ii)           For Employees of Locations Other than Canada: 
Purchaser has received this Agreement and any other related
communications and consents to having received these documents solely in
English.


 


11.           Notices.  Any notice,
demand or request required or permitted to be given by either the Company or
the Purchaser pursuant to the terms of this Agreement will be in writing and
will be deemed given when delivered personally or deposited in the U.S. mail,
First Class with postage prepaid, and addressed to the parties at the addresses
of the parties set forth at the end of this Agreement or such other address as
a party may request by notifying the other in writing, or when delivered
electronically pursuant to Section 9(c).


 


Any notice to the
Escrow Holder will be sent to the Company’s address with a copy to the other
party not sending the notice.


 


12.           No Waiver.  Either party’s
failure to enforce any provision or provisions of this Agreement will not in
any way be construed as a waiver of any such provision or provisions, nor
prevent that party from thereafter enforcing each and every other provision of
this Agreement.  The rights granted both
parties herein are cumulative and will not constitute a waiver of either party’s
right to assert all other legal remedies available to it under the
circumstances.


 


13.           Successors and Assigns.  The Company
may assign any of its rights under this Agreement to single or multiple
assignees, and this Agreement will inure to the benefit of the successors and
assigns of the Company.  Subject to the
restrictions on transfer herein set forth, this Agreement will be binding upon
Purchaser and his or her heirs, executors, administrators, successors and
assigns.


 


14.           Binding
Agreement.  Subject to
the limitation on the transferability of this grant contained herein, this
Agreement will be binding upon and inure to the benefit of the heirs, legatees,
legal representatives, successors and assigns of the parties hereto.


 


15.           Additional
Conditions to Issuance of Stock.  If at any time the Company will determine, in
its discretion, that the listing, registration or qualification of the Shares
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental regulatory authority is necessary or desirable
as a condition to the issuance of Shares to the Purchaser (or Purchaser’s
estate) or the release from escrow, such issuance or release from escrow will
not occur unless and until such listing, registration, qualification, consent
or approval will have been effected or obtained free of any conditions not
acceptable to the Company.  The Company
will make all reasonable efforts to meet the requirements of any such state or
federal law or securities exchange and to obtain any such consent or approval
of any such governmental authority.


 


12

















 


16.           Administrator
Authority.  The
Administrator has the power to interpret the Plan, the Notice of Grant and this
Agreement and to adopt such rules for the administration, interpretation and
application thereof as are consistent therewith and to interpret or revoke any
such rules (including, but not limited to, the determination of whether or not
any Stock Purchase Rights have vested).  Any dispute regarding the interpretation
of this Agreement will be submitted by Purchaser or by the Company forthwith to
the Administrator which will review such dispute at its next regular
meeting.  All actions taken and all
interpretations and determinations made by the Administrator in good faith will
be final and binding upon Purchaser, the Company and all other interested
persons.  No member of the Administrator
will be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan, the Notice of Grant or this Agreement.


 


17.           Captions.  Captions provided herein are for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.


 


18.           Agreement
Severable.  In the
event that any provision in this Agreement will be held invalid or
unenforceable, such provision will be severable from, and such invalidity or
unenforceability will not be construed to have any effect on, the remaining
provisions of this Agreement.


 


19.           Modifications to the
Agreement.  This Agreement
constitutes the entire understanding of the parties on the subjects
covered.  Purchaser expressly warrants
that he or she is not accepting this Agreement in reliance on any promises,
representations, or inducements other than those contained herein.  Modifications to this Agreement or the Plan
can be made only in an express written contract executed by a duly authorized
officer of the Company.  Notwithstanding
anything to the contrary in the Plan or this Agreement, the Company reserves
the right to revise this Agreement as it deems necessary or advisable, in its
sole discretion and without the consent of Purchaser, to comply with Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”) or to otherwise
avoid imposition of any additional tax or income recognition under Section 409A
of the Code in connection to this award of Stock Purchase Rights.


 


20.           No Waiver.  Either party’s
failure to enforce any provision or provisions of this Agreement will not in
any way be construed as a waiver of any such provision or provisions, nor
prevent that party from thereafter enforcing each and every other provision of
this Agreement.  The rights granted both
parties herein are cumulative and will not constitute a waiver of either party’s
right to assert all other legal remedies available to it under the
circumstances.


 


13
















 


EXHIBIT A-1


 


ASSIGNMENT SEPARATE FROM CERTIFICATE


 


FOR VALUE RECEIVED I,
                                                    ,
hereby sell, assign and transfer unto QuickLogic Corporation
                          
shares of the Common Stock of QuickLogic Corporation standing in my name on the
books of said corporation represented by Certificate No.           
herewith and do hereby irrevocably constitute and appoint
                                                            
to transfer the said stock on the books of the within named corporation with
full power of substitution in the premises.


 


This Stock Assignment may
be used only in accordance with the Restricted Stock Purchase Agreement between
QuickLogic Corporation and the undersigned dated
                            ,
         (the “Agreement”).


 


	
  Dated:
                                ,

  	
  Signature:

  	
   

  



 


INSTRUCTIONS: Please do not fill in any blanks other
than the signature line.  The purpose of
this assignment is to enable the Company to exercise its Repurchase Option as
set forth in the Agreement, without requiring additional signatures on the part
of the Purchaser.


 

















 


EXHIBIT A-2


 


JOINT ESCROW INSTRUCTIONS


 


,            


 


QuickLogic Corporation


1277 Orleans Drive


Sunnyvale, CA 
94089


 


Attention: Corporate
Secretary


 


Dear Corporate Secretary:


 


As Escrow Agent for both
QuickLogic Corporation (the “Company”) and the undersigned purchaser of stock
of the Company (the “Purchaser”), you are hereby authorized and directed to
hold the documents delivered to you pursuant to the terms of that certain
Restricted Stock Purchase Agreement (“Agreement”) between the Company and the
undersigned, in accordance with the following instructions:


 


1.             In the event the Company and/or any assignee of the
Company (referred to collectively for convenience herein as the “Company”)
exercises the Company’s repurchase option set forth in the Agreement (the “Repurchase
Option”), the Company will give to Purchaser and you a written notice
specifying the number of shares of stock to be purchased, the purchase price,
and the time for a closing hereunder at the principal office of the
Company.  Purchaser and the Company
hereby irrevocably authorize and direct you to close the transaction
contemplated by such notice in accordance with the terms of said notice.


 


2.             At the closing, you are directed (a) to date the
stock assignments necessary for the transfer in question, (b) to fill in
the number of shares being transferred, and (c) to deliver same, together
with the certificate evidencing the shares of stock to be transferred, to the
Company or its assignee, against the simultaneous delivery to you of the
purchase price (by cash, a check, or some combination thereof) for the number
of shares of stock being purchased pursuant to the exercise of the Company’s
Repurchase Option.


 


3.             Purchaser irrevocably authorizes the Company to
deposit with you any certificates evidencing shares of stock to be held by you
hereunder and any additions and substitutions to said shares as defined in the
Agreement.  Purchaser does hereby
irrevocably constitute and appoint you as Purchaser’s attorney-in-fact and
agent for the term of this escrow to execute with respect to such securities
all documents necessary or appropriate to make such securities negotiable and
to complete any transaction herein contemplated.  Subject to the provisions of this
paragraph 3, Purchaser will exercise all rights and privileges of a
shareholder of the Company while the stock is held by you.


 

















 


4.             Upon written request of the Purchaser, unless the
Company’s Repurchase Option has been exercised, you will deliver to Purchaser a
certificate or certificates representing so many shares of stock as are not
then subject to the Company’s Repurchase Option.  Within four (4) months after cessation
of Purchaser’s continuous employment by or services to the Company, or any
parent or subsidiary of the Company, you will deliver to Purchaser a
certificate or certificates representing the aggregate number of shares held or
issued pursuant to the Agreement and not purchased by the Company or its
assignees pursuant to exercise of the Company’s Repurchase Option.


 


5.             If at the time of termination of this escrow you
should have in your possession any documents, securities, or other property
belonging to Purchaser, you will deliver all of the same to Purchaser and will
be discharged of all further obligations hereunder.


 


6.             Your duties hereunder may be altered, amended,
modified or revoked only by a writing signed by all of the parties hereto.


 


7.             You will be obligated only for the performance of such
duties as are specifically set forth herein and may rely and will be protected
in relying or refraining from acting on any instrument reasonably believed by
you to be genuine and to have been signed or presented by the proper party or
parties.  You will not be personally
liable for any act you may do or omit to do hereunder as Escrow Agent or as
attorney-in-fact for Purchaser while acting in good faith, and any act done or
omitted by you pursuant to the advice of your own attorneys will be conclusive
evidence of such good faith.


 


8.             You are hereby expressly authorized to disregard any
and all warnings given by any of the parties hereto or by any other person or
corporation, excepting only orders or process of courts of law and are hereby
expressly authorized to comply with and obey orders, judgments or decrees of
any court.  In case you obey or comply
with any such order, judgment or decree, you will not be liable to any of the
parties hereto or to any other person, firm or corporation by reason of such
compliance, notwithstanding any such order, judgment or decree being
subsequently reversed, modified, annulled, set aside, vacated or found to have
been entered without jurisdiction.


 


9.             You will not be liable in any respect on account of
the identity, authorities or rights of the parties executing or delivering or
purporting to execute or deliver the Agreement or any documents or papers
deposited or called for hereunder.


 


10.           You will not be liable for the outlawing of any rights
under the Statute of Limitations with respect to these Joint Escrow
Instructions or any documents deposited with you.


 


11.           You will be entitled to employ such legal counsel and
other experts as you may deem necessary properly to advise you in connection
with your obligations hereunder, may rely upon the advice of such counsel, and
may pay such counsel reasonable compensation therefore.


 


2

















 


12.           Your responsibilities as Escrow Agent hereunder will
terminate if you will cease to be an officer or agent of the Company or if you
will resign by written notice to each party. 
In the event of any such termination, the Company will appoint a
successor Escrow Agent.


 


13.           If you reasonably require other or further instruments
in connection with these Joint Escrow Instructions or obligations in respect
hereto, the necessary parties hereto will join in furnishing such instruments.


 


14.           It is understood and agreed that should any dispute
arise with respect to the delivery and/or ownership or right of possession of
the securities held by you hereunder, you are authorized and directed to retain
in your possession without liability to anyone all or any part of said
securities until such disputes will have been settled either by mutual written
agreement of the parties concerned or by a final order, decree or judgment of a
court of competent jurisdiction after the time for appeal has expired and no
appeal has been perfected, but you will be under no duty whatsoever to institute
or defend any such proceedings.


 


15.           Any notice required or permitted hereunder will be
given in writing and will be deemed effectively given upon personal delivery or
upon deposit in the United States Post Office, by registered or certified mail
with postage and fees prepaid, addressed to each of the other parties thereunto
entitled at the following addresses or at such other addresses as a party may
designate by ten (10) days advance written notice to each of the other
parties hereto.


 


COMPANY:                          QuickLogic Corporation


1277 Orleans Drive


Sunnyvale, CA 94089


Attention: Corporate Secretary  


 


PURCHASER:


 


 


ESCROW AGENT:             QuickLogic Corporation


1277 Orleans Drive


Sunnyvale, CA 
94089


Attention: Corporate
Secretary


 


16.           By signing these Joint Escrow Instructions, you become
a party hereto only for the purpose of said Joint Escrow Instructions; you do
not become a party to the Agreement.


 


17.           This instrument will be binding upon and inure to the
benefit of the parties hereto, and their respective successors and permitted
assigns.


 


3

















 


18.           The Restricted Stock Purchase Agreement is
incorporated herein by reference.  These
Joint Escrow Instructions, the 2009 Stock Plan and the Restricted Stock
Purchase Agreement (including the exhibits referenced therein) 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 Escrow
Agent, the Purchaser and the Company with respect to the subject matter hereof,
and may not be modified except by means of a writing signed by the Escrow
Agent, the Purchaser and the Company.


 


19.           These Joint Escrow Instructions will be governed by,
and construed and enforced in accordance with, the laws of the State of
California.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  QUICKLOGIC
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Typed or
  Printed Name)

  
	
   

  	
   

  
	
  ESCROW AGENT:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Corporate Secretary

  	
   

  



 


4

















 


EXHIBIT A-3


 


ELECTION
UNDER SECTION 83(b)


OF THE INTERNAL REVENUE CODE OF 1986


 


The undersigned taxpayer
hereby elects, pursuant to the above-referenced Federal Tax Code, to include in
taxpayer’s gross income for the current taxable year, the amount of any
compensation taxable to taxpayer in connection with his receipt of the property
described below:


 


1.             The name, address, taxpayer identification number and
taxable year of the undersigned are as follows:


 


	
  NAME:

  	
  TAXPAYER:

  	
  SPOUSE:

  



 


ADDRESS:


 


	
  IDENTIFICATION
  NO.:

  	
  TAXPAYER:

  	
  SPOUSE:

  



 


TAXABLE YEAR:


 


2.             The property with respect to which the election is
made is described as
follows:           shares
(the “Shares”) of the Common Stock of QuickLogic Corporation (the “Company”).


 


3.             The date on which the property was transferred
is:          
   ,         .


 


4.             The property is subject to the following restrictions:


 


The Shares may be
repurchased by the Company, or its assignee, on certain events.  This right lapses with regard to a portion of
the Shares based on the continued performance of services by the taxpayer over
time.


 


5.             The fair market value at the time of transfer,
determined without regard to any restriction other than a restriction which by
its terms will never lapse, of such property is:


$


 


6.             The amount (if any) paid for such property is:


 


$


 


The undersigned has submitted a copy of this statement to the person
for whom the services were performed in connection with the undersigned’s
receipt of the above-described property. 
The transferee of such property is the person performing the services in
connection with the transfer of said property.


 

















 


The undersigned
understands that the foregoing election may not be revoked except with the
consent of the Commissioner.


 


Dated:
                              ,


 


, Taxpayer


The undersigned spouse of
taxpayer joins in this election.


Dated:
                              ,


 


2