**Exhibit 4.4**

**ALPHA AND OMEGA SEMICONDUCTOR LIMITED**

**SHARE OPTION AGREEMENT**

**RECITALS**

A. TheBoard has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board or the board of directors of any Parent or Subsidiary and consultants and other independent advisors in the service of theCompany (or any Parent or Subsidiary). 

B. Optionee is to render valuable services to the Company (or a Parent or Subsidiary),and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Company’s grant of an option to Optionee. 

C. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix. 

**NOW, THEREFORE**, it is hereby agreed as follows: 

1. **Grant of Option.** The Company hereby grants to Optionee, as of the Grant Date, an option to purchase up tothe number of Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option term specified in Paragraph 2 at the Exercise Price. 

2. **Option Term.** This option shall have a term of ten (10) years measured from the Grant Date and shallaccordingly expire at the close of business on the Expiration Date, unless sooner terminated in accordance with Paragraph 5 or 6. 

3. **Limited Transferability.** This option, together with the Option Shares during the period prior toexercise, shall be neither transferable nor assignable by Optionee other than by will or the laws of inheritance following Optionee’s death and may be exercised, during Optionee’s lifetime, only by Optionee. 

4. **Dates of Exercise.** This option shall become exercisable for the Option Shares in one or more installmentsas specified in the Grant Notice. As the option becomes exercisable for such installments, those installments shall accumulate, and the option shall remain exercisable for the accumulated installments until the Expiration Date or sooner terminationof the option term under Paragraph 5 or 6. 

5. **Cessation of Service.** The option term specified inParagraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: 

(a) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while thisoption is outstanding, then Optionee shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this option, but in no event shall this option be exercisable at any time after theExpiration Date. 

(b) Should Optionee die while this option is outstanding, then the personalrepresentative of Optionee’s estate or the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death shall have the right to exercise this option. Any suchright to exercise this option shall lapse, and this option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date.

(c) Should Optionee cease Service by reason of Permanent Disability while this option is outstanding, thenOptionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this option. In no event shall this option be exercisable at any time after the Expiration Date. 

(d) During the limited period of post-Service exercisability, this option may not be exercised in the aggregate for morethan the number of Option Shares for which this option is, at the time of Optionee’s cessation of Service, exercisable pursuant to the exercise schedule specified in the Grant Notice or the special vesting acceleration provisions of Paragraph6. This option shall not vest or become exercisable for any additional Option Shares, whether pursuant to the normal exercise schedule specified in the Grant Notice or the special vesting acceleration provisions of Paragraph 6, followingOptionee’s cessation of Service, except to the extent (if any) specifically authorized by the Plan Administrator pursuant to an express written agreement with Optionee. Upon the expiration of such limited exercise period or (if earlier) uponthe Expiration Date, this option shall terminate and cease to be outstanding for any Option Shares for which the option has not been exercised. 

(e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct whilethis option is outstanding, then this option shall terminate immediately and cease to remain outstanding. 

6.**Change in Control.**

(a) This option, to the extent outstanding at the time of Change in Controlbut not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Control, become exercisable for all of the Option Shares at the time subject to the option andmay be exercised for any or all of those Option Shares as fully vested shares. However, this option shall not become exercisable on such an accelerated basis if and to the extent this option is assumed by the successor corporation (or parentthereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction or otherwise continued in effect or such accelerated vesting is otherwise precluded pursuant to the provisions of Paragraph 5(d)above. 

(b) Immediately following the Change in Control, this option shall terminate and cease to beoutstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction. 

 

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(c) If this option is assumed in connection with a Change in Control orotherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change inControl had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that theactual holders of the Company’s outstanding Common Shares receive cash consideration for their Common Shares in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of thisoption, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per Common Share in such Change in Control. 

(d) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwisechange its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 

7. **Adjustment in Option Shares.** In the event of any of the following transactions affecting the outstandingCommon Shares as a class without the Company’s receipt of consideration: any share split, share dividend, spin-off transaction, extraordinary distribution (whether in cash, securities or other property), recapitalization, combination of shares,exchange of shares or other similar transaction affecting the Common Shares without the Company’s receipt of consideration or in the event of a substantial reduction to the value of the outstanding Common Shares as a result of a spin-offtransaction or extraordinary distribution, then equitable adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price. The adjustments shall be made by the PlanAdministrator in such manner as the Plan Administrator deems appropriate in order to reflect such change, and those adjustments shall be final, binding and conclusive. 

8. **Shareholder Rights.** The holder of this option shall not have any shareholder rights with respect to theOption Shares until such person shall have exercised the option, paid the Exercise Price and become the record holder of the purchased shares. 

9. **Manner of Exercising Option.**

(a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at thetime exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: 

(i) Execute and deliver to the Company a Notice of Exercise for the Option Shares for which the option is exercised insuch form as provided by the Company or comply with such other procedures as the Company may establish for notifying the Company of the exercise of this option for one or more Option Shares. 

 

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(ii) Pay the aggregate Exercise Price for the purchased shares in one ormore of the following forms: 

(A) cash or check made payable to the Company; 

(B) in Common Shares held by Optionee (or any other person or persons exercising the option) for the period (if any)necessary to avoid a charge to the Company’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or 

(C) through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercisingthe option) shall concurrently provide irrevocable instructions (a) to a brokerage firm (reasonably satisfactory to the Company for purposes of administering such procedure in compliance with any applicable pre-clearance or pre-notificationrequirements) to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus allapplicable income and employment taxes required to be withheld by the Company by reason of such exercise and (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm on such settlement date inorder to complete the sale. 

(iii) Furnish to the Company appropriate documentation that the person or personsexercising the option (if other than Optionee) have the right to exercise this option. 

(iv) Make appropriatearrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all applicable income and employment tax withholding requirements applicable to the option exercise. 

(b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of Optionee (or any other personor persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. 

(c) In no event may this option be exercised for any fractional shares. 

 

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10. **Compliance with Laws and Regulations.**

(a) The exercise of this option and the issuance of the Option Shares upon such exercise shall be subject to compliance bythe Company and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange on which the Common Shares may be listed for trading at the time of such exercise and issuance. 

(b) The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to benecessary to the lawful issuance and sale of any Common Shares pursuant to this option shall relieve the Company of any liability with respect to the non-issuance or sale of the Common Shares as to which such approval shall not have been obtained.The Company, however, shall use its best efforts to obtain all such approvals. 

11. **Successors andAssigns.** Except to the extent otherwise provided in Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and Optionee, Optionee’s assigns andthe legal representatives, heirs and legatees of Optionee’s estate. 

12. **Notices.** Any noticerequired to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Company at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be in writing andaddressed to Optionee at the most current address then indicated for Optionee or the Company’s employee records or shall be delivered electronically to Optionee through the Company’s electronic mail system. All notices shall be deemedeffective upon personal delivery or delivery through the Company’s electronic email system or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. 

13. **Construction.** This Agreement and the option evidenced hereby are made and granted pursuant to the Planand are in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having aninterest in this option. 

14. **Governing Law.** The interpretation, performance and enforcement ofthis Agreement shall be governed by the laws of State of California without resort to that State’s conflict-of-laws rules. 

15. **Shareholder Approval.** If the Option Shares covered by this Agreement exceed, as of the Grant Date, thenumber of Common Shares which may be issued under the Plan as last approved by the shareholders, then this option shall be void with respect to such excess shares, unless shareholder approval of an amendment sufficiently increasing the number ofCommon Shares issuable under the Plan is obtained in accordance with the provisions of the Plan. 

 

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16. **Additional Terms Applicable to an Incentive Option.** In theevent this option is designated an Incentive Option in the Grant Notice, the following terms and conditions shall also apply to the grant: 

(a) This option shall cease to qualify for favorable tax treatment as an Incentive Option if (and to the extent) thisoption is exercised for one or more Option Shares: (i) more than three (3) months after the date Optionee ceases to be an Employee for any reason other than death or Permanent Disability or (ii) more than twelve (12) months afterthe date Optionee ceases to be an Employee by reason of Permanent Disability. 

(b) No installment under thisoption shall qualify for favorable tax treatment as an Incentive Option if (and to the extent) the aggregate Fair Market Value (determined at the Grant Date) of the Common Shares for which such installment first becomes exercisable hereunder would,when added to the aggregate value (determined as of the respective date or dates of grant) of the Common Shares or other securities for which this option or any other Incentive Options granted to Optionee prior to the Grant Date (whether under thePlan or any other option plan of the Company or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should such One Hundred Thousand Dollar ($100,000)limitation be exceeded in any calendar year, this option shall nevertheless become exercisable for the excess shares in such calendar year as a Non-Statutory Option. 

(c) Should the exercisability of this option be accelerated upon a Change in Control, then this option shall qualify forfavorable tax treatment as an Incentive Option only to the extent the aggregate Fair Market Value (determined at the Grant Date) of the Common Shares for which this option first becomes exercisable in the calendar year in which the Change in Controltransaction occurs does not, when added to the aggregate value (determined as of the respective date or dates of grant) of the Common Shares or other securities for which this option or one or more other Incentive Options granted to Optionee priorto the Grant Date (whether under the Plan or any other option plan of the Company or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should theapplicable One Hundred Thousand Dollar ($100,000) limitation be exceeded in the calendar year of such Change in Control, the option may nevertheless be exercised for the excess shares in such calendar year as a Non-Statutory Option. 

(d) Should Optionee hold, in addition to this option, one or more other options to purchase Common Shares which becomeexercisable for the first time in the same calendar year as this option, then for purposes of the foregoing limitations on the exercisability of such options as Incentive Options, this option and each of those other options shall be deemed to becomefirst exercisable in that calendar year on the basis of the chronological order in which they were granted, except to the extent otherwise provided under applicable law or regulation. 

 

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**APPENDIX**

The following definitions shall be in effect under the Agreement: 

A. **Agreement** shall mean this Share Option Agreement. 

B. **Board** shall mean the Company’s Board of Directors. 

C. **Change in Control** shall mean a change in ownership or control of the Company effected through any of thefollowing transactions: 

(i) a merger, consolidation or other reorganization approved by the Company’sshareholders, unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly andin substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction, or 

(ii) a shareholder-approved sale, transfer or other disposition of all or substantially all of the Company’s assetsin liquidation or dissolution of the Company, or 

(iii) the acquisition, directly or indirectly by any personor related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) ofsecurities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s shareholders. 

D. **Code** shall mean the Internal Revenue Code of 1986, as amended. 

E. **Common Shares** shall mean the Company’s common shares. 

F. **Company** shall mean Alpha and Omega Semiconductor Limited, a company incorporated and existing under thelaws of the Islands of Bermuda, and any successor corporation to all or substantially all of the assets or voting stock of Alpha and Omega Semiconductor Limited which shall by appropriate action assume this option. 

G. **Employee** shall mean an individual who is in the employ of the Company (or any Parent or Subsidiary),subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance. 

H. **Exercise Date** shall mean the date on which the option shall have been exercised in accordance withParagraph 9 of the Agreement. 

I. **Exercise Price** shall mean the exercise price payable perOption Share as specified in the Grant Notice. 

J. **Expiration Date** shall mean the date on whichthe option expires as specified in the Grant Notice. 

K. **Fair Market Value** per share of CommonShares on any relevant date shall be determined in accordance with the following provisions: 

(i) If the CommonShares are at the time traded on the Nasdaq Global or Global Select Market, then the Fair Market Value shall be the closing selling price of Common Shares on the date in question, as the price is reported by the Financial Industry RegulatoryAuthority for that particular Stock Exchange and published in The Wall Street Journal. If there is no closing selling price for the Common Shares on the date in question, then the Fair Market Value shall be the closing selling price on thelast preceding date for which such quotation exists. 

(ii) If the Common Shares are at the time listed on anyother Stock Exchange, then the Fair Market Value shall be the closing selling price of Common Shares on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Shares, as such price isofficially quoted in the composite tape of transactions on such exchange and published in The Wall Street Journal. If there is no closing selling price for the Common Shares on the date in question, then the Fair Market Value shall be theclosing selling price on the last preceding date for which such quotation exists. 

(iii) If the Common Sharesare not at the time listed on any Stock Exchange, then the Fair Market Value shall be determined by the Plan Administrator through the reasonable application of a reasonable valuation method that takes into account the applicable valuation factorsset forth in the Treasury Regulations issued under Section 409A of the Code; provided, however, that if the option is designated Incentive Option in the Grant Notice, then such Fair Market Value shall be determined in accordance with thestandards of Section 422 and the applicable Treasury Regulations thereunder. 

L. **Grant Date**shall mean the date of grant of the option as specified in the Grant Notice. 

M. **Grant Notice**shall mean the Notice of Grant of Share Option accompanying the Agreement, pursuant to which Optionee has been informed of the basic terms of the option evidenced hereby. 

N. **Incentive Option** shall mean an option which satisfies the requirements of Code Section 422.

 

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O. **Misconduct** shall mean the commission of any act of fraud,embezzlement or dishonesty by Optionee, any unauthorized use or disclosure by Optionee of confidential information or trade secrets of the Company (or any Parent or Subsidiary), or any other intentional misconduct by Optionee adversely affecting thebusiness or affairs of the Company (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Company (or any Parent or Subsidiary) to discharge or dismiss Optionee or anyother person in the Service of the Company (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan or this Agreement, to constitute grounds for termination forMisconduct. 

P. **1934 Act** shall mean the Securities Exchange Act of 1934, as amended. 

Q. **Non-Statutory Option** shall mean an option not intended to satisfy the requirements of CodeSection 422. 

R. **Option Shares** shall mean the number of Common Shares subject to the option.

S. **Optionee** shall mean the person to whom the option is granted as specified in the GrantNotice. 

T. **Parent** shall mean any corporation (other than the Company) in an unbroken chain ofcorporations ending with the Company, provided each corporation in the unbroken chain (other than the Company) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of allclasses of stock in one of the other corporations in such chain. 

U. **Permanent Disability** shallmean the inability of Optionee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or has lasted or can be expected to last for a continuous periodof twelve (12) months or more. 

V. **Plan** shall mean the Company’s 2009 ShareOption/Share Issuance Plan. 

W. **Plan Administrator** shall mean either the Board or a committee ofthe Board acting in its capacity as administrator of the Plan. 

X. **Service** shall meanOptionee’s performance of services for the Company (or any Parent or Subsidiary, whether now existing or subsequently established) in the capacity of an Employee, a non-employee member of the board of directors or a consultant or independentadvisor. For purposes of this Agreement, Optionee shall be deemed to cease Service immediately upon the occurrence of the either of the following events: (i) Optionee no longer performs services in any of the foregoing capacities for theCompany or any Parent or Subsidiary or (ii) the entity for which Optionee is performing such services ceases to remain a Parent or Subsidiary of the Company, even though Optionee may subsequently continue to

 

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perform services for that entity. Service shall not be deemed to cease during a period of military leave, sick leave or other personal leave approved by the Company; provided, however,that should such leave of absence exceed three (3) months, then for purposes of determining the period within which the Option (if designated as an Incentive Option in the Grant Notice) may be exercised as such an Incentive Option under thefederal tax laws, Optionee’s Service shall be deemed to cease on the first day immediately following the expiration of such three (3)-month period, unless Optionee is provided with the right to return to Service following such leave either bystatute or by written contract. Except to the extent otherwise required by law or expressly authorized by the Plan Administrator or by the Company’s written policy on leaves of absence, no Service credit shall be given for vesting purposes forany period Optionee is on a leave of absence. 

Y. **Stock Exchange** shall mean the American StockExchange, the Nasdaq Global or Global Select Market or the New York Stock Exchange. 

Z.**Subsidiary** shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of thedetermination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 

 

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**ADDENDUM**

**TO**

**SHARE OPTION AGREEMENT**

The following provisions are hereby incorporated into, and are hereby made a part of, that certain Share Option Agreement (the“Option Agreement”) by and between Alpha and Omega Semiconductor Limited (the “Company”) and                     (“Optionee”) evidencing the Share Option (the “Option”) granted on this date to Optionee under the terms of the Company’s 2009 Share Option/Share Issuance Plan, and such provisions shall be effective immediately. Allcapitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to them in the Option Agreement. 

**INVOLUNTARY TERMINATION FOLLOWING**

**A CHANGE IN CONTROL**

17. If the Option is to be assumed by the successor corporation (or the parent thereof) in connection with a Change inControl or is otherwise to be continued in full force and effect pursuant to the terms of the Change in Control transaction, then none of the Option Shares shall, in accordance with Paragraph 6 of the Option Agreement, vest on an accelerated basisupon the occurrence of that Change in Control, and Optionee shall accordingly continue, over his or her period of Service following the Change in Control, to vest in the Option Shares in one or more installments in accordance with the provisions ofthe Option Agreement. However, upon an Involuntary Termination of Optionee’s Service within eighteen (18) months following such Change in Control, all the Option Shares at the time subject to the Option shall automatically vest in full onan accelerated basis so that the Option shall immediately become exercisable for all the Option Shares as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares. The Option shall remain so exercisable untilthe earlier of (i) the Expiration Date or (ii) the expiration of the one (1)-year period measured from the date of the Involuntary Termination. 

18. For purposes of this Addendum, an Involuntary Termination shall mean the termination of Optionee’s Service byreason of: 

(a) Optionee’s involuntary dismissal or discharge by the Company for reasons other than forMisconduct, or 

(b) Optionee’s voluntary resignation following (A) a change in Optionee’sposition with the Company (or Parent or Subsidiary employing Optionee) which materially reduces Optionee’s duties and responsibilities or the level of management to which he or she reports, (B) a reduction in Optionee’s level ofcompensation (including base salary, fringe benefits and target bonus under any corporate-performance based incentive programs) by more than fifteen percent (15%) or (C) a relocation of Optionee’s place of employment by more thanfifty (50) miles, provided and only if such change, reduction or relocation is effected by the Company without Optionee’s consent. 

19. The provisions of Paragraph 1 of this Addendum shall govern the periodfor which the Option is to remain exercisable following the Involuntary Termination of Optionee’s Service within eighteen (18) months after the Change in Control and shall supersede any provisions to the contrary in Paragraph 5 of theOption Agreement. The provisions of this Addendum shall also supersede any provisions to the contrary in Paragraph 18 of the Option Agreement concerning the deferred exercisability of the Option. 

**IN WITNESS WHEREOF**, Alpha and Omega Semiconductor Limited has caused this Addendum to be executed by its duly-authorized officeras of the Effective Date specified below. 

 
**ALPHA AND OMEGA SEMICONDUCTOR LIMITED**By:  Title:  
**EFFECTIVE DATE**:            ,         

 

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**ALPHA AND OMEGA SEMICONDUCTOR LIMITED**

**NOTICE OF GRANT OF SHARE OPTION**

Notice is hereby given of the following option grant (the “Option”) to purchase shares of Alpha and Omega Semiconductor Limited(the “Company”): 

Optionee:______________________________________________________________________________________ 

Grant Date:_____________________________________________________________________________________ 

Vesting Commencement Date:______________________________________________________________________ 

Exercise Price:$__________________________________ per share 

Number of Option Shares: __________________________ Common Shares

Expiration Date: __________________________________________________________________________________ 

Type of Option:   ____________ Incentive Stock Option 

         ____________ Non-Statutory Stock Option 

Date Exercisable: The Option shall become exercisable with respect to, (i) twenty percent (20%) of the Option Shares uponOptionee’s completion of one (1) year of Service measured from the Vesting Commencement Date and (ii) the balance of the Option Shares in a series of forty-eight (48) successive equal monthly installments upon Optionee’scompletion of each additional month of Service over the forty-eight (48)-month period measured from the first anniversary of the Vesting Commencement Date. The Option shall not become exercisable for any additional Option Shares followingOptionee’s cessation of Service, except to the extent (if any) specifically authorized by the Plan Administrator in its sole discretion pursuant to an express written agreement with Optionee. 

Optionee understands and agrees that the Option is granted subject to and in accordance with the terms of the Alpha and OmegaSemiconductor Limited 2009 Share Option/Share Issuance Plan (the “Plan”). Optionee further agrees to be bound by the terms of the Plan and the terms of the Option as set forth in the Share Option Agreement attached hereto as Exhibit A.Optionee hereby acknowledges receipt of a copy of the Plan Summary and Prospectus attached hereto as Exhibit B. 

At Will Employment. Nothing in this Notice or in the attached Share Option Agreementor Plan shall confer upon Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining Optionee) or ofOptionee, which rights are hereby expressly reserved by each, to terminate Optionee’s Service at any time for any reason, with or without cause. 

Definitions. All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the attached ShareOption Agreement. 

**DATED**:             ,        

 
**ALPHA AND OMEGA SEMICONDUCTOR LIMITED**By:  Title:     **, OPTIONEE**
Address:
    
**Attachments:**

**Exhibit A - Share Option Agreement**

**Exhibit B - Plan Summary and Prospectus**

 

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