EX-10.2






CIRRUS LOGIC, INC.




EXECUTIVE SEVERANCE AND CHANGE OF CONTROL PLAN




1. Introduction.



This Cirrus Logic, Inc. (the “Company”) Executive Severance and Change of Control Plan (the
“Plan”) shall be effective as of October 1, 2007.



(a) Purpose. The purpose of the Plan is to describe eligibility for certain benefits
by those individuals employed by the Company and its subsidiaries at the level of Chief Executive
Officer and Vice President or above and reporting directly to the Chief Executive Officer
(“Eligible Executives”) whose employment is terminated other than for Cause, or as a result of, or
following, a Change of Control (as defined below). The Plan is intended to be maintained on an
unfunded basis. No participant shall have any right to, or interest in, any assets of the Company
that may be applied by the Company to the payment of benefits under the Plan.



(b) Effect. This Plan supersedes and replaces any prior policies or practices of the
Company or any of its subsidiaries or affiliated companies that relate to severance payments or
vesting acceleration with respect to options of the Company with respect to Eligible Executives.
Any such policies or procedures, to the extent they relate to severance payments or vesting
acceleration with respect to options of the Company, are hereby rescinded and shall no longer have
any force or effect to the extent such policies or procedures apply to Eligible Executives.
Notwithstanding the foregoing, this Plan is subordinated to any individual written (i) severance
benefit agreement, (ii) change of control severance agreement, or (iii) employment agreement that
provides for severance benefits in existence as of the date hereof between any Eligible Executive
and the Company.



2. Definition of Terms. The following capitalized terms used in this Plan shall have
the following meanings:



(a) Cause. “Cause” shall mean (i) gross negligence or willful misconduct in the
performance of an Eligible Executive’s duties to Company; (ii) a material and willful violation of
any federal or state law by an Eligible Executive that if made public would injure the business or
reputation of Company; (iii) refusal or willful failure by an Eligible Executive to comply with any
specific lawful direction or order of Company or the material policies and procedures of Company
including but not limited to the Company’s Code of Conduct and the Company’s Insider Trading Policy
as well as any obligations concerning proprietary rights and confidential information of the
Company; (iv) conviction (including a plea of nolo contendere) of an Eligible Executive of a
felony, or of a misdemeanor that would have a material adverse effect on the Company’s goodwill if
such Eligible Executive were to be retained as an employee of the Company; or (v) substantial and
continuing willful refusal by an Eligible Executive to perform duties ordinarily performed by an
employee in the same position and having similar duties as such Eligible Executive; in each case as
reasonably determined by the Board of Directors of Company or the successor to the Company (the
“Board of Directors”).



(b) Change of Control. “Change of Control” shall mean the occurrence of one or more
of the following with respect to the Company:



(i) the acquisition by any person (or related group of persons), whether by tender or exchange
offer made directly to the Company’s stockholders, open market purchases or any other transaction
or series of transactions, of stock of the Company that, together with stock of the Company held by
such person or group, constitutes more than fifty percent (50%) of the total fair market value or
total voting power of the then outstanding stock of the Company entitled to vote generally in the
election of the members of the Company’s Board of Directors;



(ii) a merger or consolidation in which the Company is not the surviving entity, except for a
transaction in which both (A) securities representing more than fifty percent (50%) of the total
combined voting power of the surviving entity are beneficially owned (within the meaning of Rule
13d-3 promulgated under the Securities Exchange Act of 1934), directly or indirectly, immediately
after such merger or consolidation by persons who beneficially owned common stock immediately prior
to such merger or consolidation and (B) the members of the Board of Directors immediately prior to
the transaction (the “Existing Board”) constitute a majority of the Board of Directors immediately
after such merger or consolidation;



(iii) any reverse merger in which the Company is the surviving entity but in which either (A)
persons who beneficially owned, directly or indirectly, Common Stock immediately prior to such
reverse merger do not retain immediately after such reverse merger direct or indirect beneficial
ownership of securities representing more than fifty percent (50%) of the total combined voting
power of the Company’s outstanding securities or (B) the members of the Existing Board do not
constitute a majority of the Board of Directors immediately after such reverse merger; or



(iv) the sale, transfer or other disposition of all or substantially all of the assets of the
Company (other than a sale, transfer or other disposition to one or more subsidiaries of the
Company).



(c) Disability. “Disability” shall mean a mental or physical disability, illness or
injury, evidenced by medical reports from a duly qualified medical practitioner, which renders an
Eligible Executive unable to perform any one or more of the essential duties of his or her position
after the provision of reasonable accommodation, if applicable, for a period of greater than ninety
(90) days within a one year period. “Disabled” has a corresponding meaning.



(d) Good Reason. “Good Reason” shall mean an Eligible Executive’s resignation from
Company within thirty (30) days following the Company’s failure to cure the occurrence of any of
the following events with respect to such Eligible Executive:



(i) without Eligible Executive’s express written consent, the material reduction of Eligible
Executive’s duties, authority, or responsibilities relative to Eligible Executive’s duties,
authority, or responsibilities as in effect immediately prior to such reduction, or the assignment
to Eligible Executive of such reduced duties, authority, or responsibilities; however, the
occurrence of a Change of Control shall not, in and of itself, constitute a material adverse change
in Eligible Executive’s duties, authority, or responsibilities;



(ii) a material reduction by Company in the base salary of Eligible Executive as in effect
immediately prior to such reduction; or



(iii) the relocation of Eligible Executive’s principal work location to a facility or a
location more than fifty (50) miles from Eligible Executive’s then present principal work location,
without Eligible Executive’s express written consent.



Notwithstanding the foregoing, “Good Reason” shall not exist unless the Eligible Executive
provides to the Chief Executive Officer (or to the Board of Directors if the Eligible Executive is
the Chief Executive Officer) written notice of the circumstances constituting “Good Reason” within
30 business days of the happening of the applicable event and the Company fails to cure such
circumstances within 30 days from the date such notice is received.



(e) Termination Date. “Termination Date” shall mean:



(i) if an Eligible Executive’s employment is terminated by Company for Disability, the date
designated by Company as the last day of such Eligible Executive’s employment;



(ii) if an Eligible Executive dies, the date of death;



(iii) if an Eligible Executive’s employment is terminated by Company for any other reason, the
date designated by Company as the last day of such Eligible Executive’s employment; or



(iv) if an Eligible Executive’s employment is terminated by such Eligible Executive, the date
designated by Company as the effective date of resignation.



3. Eligibility for Severance and Other Benefits. Eligible Executives will receive the
benefits described herein under the following circumstances:



(a) Termination in Connection with a Change of Control. If an Eligible Executive’s
employment terminates either by Company without Cause or by such Eligible Executive for Good Reason
at any time during the period commencing upon a Change of Control and ending twelve (12) months
following a Change of Control, then, conditioned upon the Eligible Executive’s execution and
delivery of an effective release of claims against Company and related parties that releases
Company and such parties from any claims whatsoever arising from or related to the Eligible
Executive’s employment relationship with Company including the termination of that relationship in
a form reasonably acceptable to the Company, the Eligible Executive will receive the following:



(i) Eligible Executive’s right, title and entitlement to any unvested stock options or any
other securities or similar incentives that have been granted or issued to Eligible Executive as of
the Termination Date, shall automatically be accelerated in full so as to become immediately and
completely vested. Eligible Executive shall have six months from the Termination Date to exercise
any options; provided, however, that in no event shall any option be exercisable after the option’s
original expiration date (determined by assuming continued employment) or after the tenth
anniversary of the original date of grant of the option. In all other respects, Eligible
Executive’s options and any other securities or similar incentives shall continue to be subject to
the terms of the applicable equity incentive plan notice of grant and grant agreement.



(ii) a lump sum cash payment equal to twelve (12) months’ salary at the Eligible Executive’s
base salary rate as of the Termination Date (without taking into account any reduction in base
salary that could trigger Eligible Executive’s resignation for Good Reason), less applicable
withholding taxes or other withholding obligations of Company and less any amounts to which
Eligible Executive is otherwise entitled under any statutory or Company long or short term
disability plan; and



(iii) if Eligible Executive elects benefits continuation under the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”) following termination of employment, a lump sum cash payment
equal to a reasonable estimate of the full cost of such benefits (either directly to Eligible
Executive or to the appropriate carrier or administrator at the Company’s election) for twelve (12)
months.



The payments described above in Paragraphs (ii) and (iii) of this Section 3(a) shall be paid
on or before the 15th day of the third month following the later of (A) the last day of the
calendar year in which the Eligible Executive’s employment is terminated, or (B) the last day of
the Company’s taxable year in which the Eligible Executive’s employment is terminated.



(b) Termination Other Than for Cause or in Connection with a Change of Control. If an
Eligible Executive’s employment terminates without Cause (other than in connection with a Change of
Control), then, conditioned upon the Eligible Executive’s execution and delivery of an effective
release of claims against Company and related parties that releases Company and such parties from
any claims whatsoever arising from or related to the Eligible Executive’s employment relationship
with Company including the termination of that relationship in a form reasonably acceptable to the
Company, the Eligible Executive will receive the following:



(i) salary continuation for up to six (6) months’ salary (in the case of the Chief Executive
Officer, twelve (12) months’ salary) at the Eligible Executive’s base salary rate as of the
Termination Date, payable in cash installments at each regular payroll period of the Company
(except as otherwise provided below), less applicable withholding taxes or other withholding
obligations of Company and less any amounts to which Eligible Executive is otherwise entitled under
any statutory or Company long or short term disability plan; and



(ii) if Eligible Executive elects benefits continuation under the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”) following termination of employment, a lump sum cash payment
equal to a reasonable estimate of the full cost of such benefits (either directly to Eligible
Executive or to the appropriate carrier or administrator at the Company’s election) for three (3)
months.



The payments described above in Paragraphs (i) and (ii) of this Section 3(b) shall be paid on
or before the 15th day of the third month following the later of (A) the last day of the calendar
year in which the Eligible Executive’s employment is terminated, or (B) the last day of the
Company’s taxable year in which the Eligible Executive’s employment is terminated (the “Short-Term
Deferral Date”). Notwithstanding any provision of the Plan to the contrary, in no event will the
salary continuation payments described above in Paragraph (i) of this Section 3(b) be made after
the Short-Term Deferral Date, and any such amounts that would otherwise be payable after the
Short-Term Deferral Date shall instead be paid in a cash lump sum payment on or before the
Short-Term Deferral Date.



(c) Voluntary Resignation; Termination for Cause. If an Eligible Executive’s
employment terminates by reason of voluntary resignation, or if an Eligible Executive is terminated
for Cause, then such Eligible Executive shall not be entitled to receive any benefits under
Sections 3(a) and 3(b) of this Plan.



(d) Disability. If an Eligible Executive suffers from a Disability, Company may
terminate such Eligible Executive’s employment to the extent permitted by law and the Company will
then pay to the Eligible Executive the compensation set forth in Section 3(b) of this Plan. If
such termination occurs within twelve (12) months following a Change of Control, Company will then
pay to that Eligible Executive the compensation set forth in Section 3(a) of this Plan.



(e) Death. If an Eligible Executive’s employment is terminated due to the death of
such Eligible Executive, the Company will pay the compensation set forth in Section 3(b) to the
former Eligible Executive’s estate. If an Eligible Executive’s employment is terminated due to the
death of such Eligible Executive within twelve (12) months following a Change of Control, then the
compensation set forth in Section 3(a) of this Plan will be paid to the former Eligible Executive’s
estate.



(f) Application of Section 409A. Each payment or benefit provided under this Plan is
intended to be exempt from Section 409A of the Code (“Section 409A”) pursuant to the exception for
short-term deferrals (within the meaning of the Treasury regulations issued under Section 409A),
and the Plan shall be construed and interpreted in accordance with such intent to the maximum
extent permitted by law. Notwithstanding the foregoing and any inconsistent provision of this
Plan, to the extent that (i) one or more of the payments or benefits received or to be received by
an Eligible Executive pursuant to this Plan in connection with such Eligible Executive’s
termination of employment would constitute deferred compensation subject to the rules of Section
409A, and (ii) the Eligible Executive is a “specified employee” under Section 409A, then only to
the extent required to comply with Section 409A to avoid the Eligible Executive’s incurrence of any
additional tax or interest under Section 409A, such payment or benefit will be delayed until the
date which is six (6) months after the Eligible Executive’s “separation from service” within the
meaning of Section 409A (or, if earlier, the Eligible Executive’s date of death).



(g) Coordination with Other Change of Control Benefits, Severance Benefits or Debts.
If an Eligible Executive is entitled to cash payments, accelerated vesting of stock options or
restricted stock grants, or any other benefits from Company following the termination of such
Eligible Executive’s employment under any other agreement, plan, policy or law, then the benefits
received by that Eligible Executive under this Plan shall be reduced by the benefits received by
Eligible Executive from Company under such other plans, programs, arrangements, agreements or
requirements. If an Eligible Executive is indebted to Company at the time of a termination that
would give rise to severance benefits under Sections 3(a) or 3(b), the Company reserves the right
to offset such severance payment under the Plan by the amount of such indebtedness.



4. At-Will Employment. Each Eligible Executive’s employment is and shall continue to
be at-will, as defined under applicable law. If an Eligible Executive’s employment terminates for
any reason other than as specified in Section 3, such Eligible Executive shall not be entitled to
any benefits, damages, awards or compensation under this Plan.



5. Tax Matters. The Company may withhold from any amounts payable under the Plan such
federal, state and local taxes as may be required to be withheld. In the event that any payment or
other benefits provided for in this Plan or otherwise payable to an Eligible Executive (i)
constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended (the “Code”), and (ii) become subject to the excise tax imposed by Section 4999 of
the Code (or any corresponding provisions of state tax law), then, notwithstanding the other
provisions of this Plan, such Eligible Executive’s benefits under Section 3 will not exceed the
amount which produces the greatest after-tax benefit to the Eligible Executive. For purposes of
the foregoing, the greatest after-tax benefit will be determined within thirty (30) days after the
Termination Date, by the Eligible Executive in his/her sole discretion. If no such determination
is made by the Eligible Executive within thirty (30) days of the Termination Date, then the Company
will pay the benefits as provided in Section 3.



6. Company’s Successors. The Company shall require that any successor to Company
(whether direct or indirect and whether by purchase, merger, consolidation, liquidation or
otherwise) to all or substantially all of Company’s business and/or assets agree to perform in
accordance with this Plan in the same manner and to the same extent as Company would be required to
perform such obligations in the absence of a succession.



7. Exclusive Benefits. Eligible Executives shall not be entitled to any payments,
compensation, benefits or other consideration from the Company, apart from those identified in
Section 3, on account of a termination.



8. Severability, Enforcement. If any provision of this Plan, or the application
thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to
be invalid, unenforceable or void, the remainder of this Plan and such provisions as applied to
other persons, places and circumstances shall remain in full force and effect.



9. General.



(a) Notice. Notices and all other communications contemplated by this Plan shall be
in writing and shall be deemed to have been duly given either (i) when personally delivered or sent
by facsimile or (ii) five (5) days after being mailed by U.S. registered or certified mail, return
receipt requested and postage prepaid. In the case of an Eligible Executive, mailed notices shall
be addressed to him or her at the home address or facsimile number which he or she most recently
communicated to Company in writing. In the case of Company, mailed notices or notices sent by
facsimile shall be addressed to its corporate headquarters, and all notices shall be directed to
the attention of its General Counsel or Chief Financial Officer.



(b) Amendment. The Company reserves the right to amend or terminate this Plan upon
written notice to Eligible Executives. Upon a Change of Control, this Plan will become
non-modifiable without the consent of the affected Eligible Executive(s). Notwithstanding the
foregoing, no Plan amendment that reduces any benefit payable under this Plan, and no Plan
termination or suspension shall be effective for a period beginning one year prior to a Change of
Control and ending one year after a Change of Control. In addition, no Eligible Executive may be
removed as a participant during such period with respect to any benefit payable with respect to
that Change of Control.



(c) Governing Law. The Plan shall be construed, administered, and enforced according
to the laws of the State of Texas, except to the extent such laws are preempted by the federal laws
of the United States of America.



10. Execution. To record the adoption of the Plan as set forth herein, effective as
of October 1, 2007, Cirrus Logic, Inc. has caused its duly authorized officer to execute the same.



Cirrus Logic, Inc.



	 	 	 
	By:

	 	/s/ Gregory S. Thomas
	
 
	 	 
	Name:

Title:

	 	Gregory S. Thomas

Vice President, General Counsel






881064.3