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 A WRITING SIGNED BY THE COMPANY AND
PURCHASER.
By Purchaser's signature below, Purchaser represents that he or she is familiar
with the terms and provisions of the Plan, and hereby accepts this Agreement
subject to all of the terms and provisions thereof.
Purchaser has reviewed the
Plan and this Agreement in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Agreement and fully understands all
provisions of this Agreement.
Purchaser agrees to accept as binding, conclusive
and final all decisions or interpretations of the Administrator upon any
questions arising under the Plan or this Agreement.
Purchaser further agrees to
notify the Company upon any change in the residence indicated in the Notice of
Grant of Stock Purchase Right.
PURCHASER
QUICKLOGIC CORPORATION
By:
Signature
Title:
Print Name
Date:
Date:
ADDRESS:
BENEFICIARY:
Date:
Consent of spouse required if other than spouse
Please return this Stock Purchase Agreement, Assignment Separate from
Certificate, and Joint Escrow Instructions to the General Accounting Manager or
Stock Administrator of the Company.
Exhibit A-1. RESTRICTED STOCK PURCHASE AGREEMENT ADDENDUM
II.
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)
IN THE EVENT (I) THE PURCHASER'S CONTINUOUS STATUS AS A SERVICE PROVIDER
("CONTINUOUS STATUS") TERMINATES FOR ANY OR NO REASON (INCLUDING DEATH OR
DISABILITY 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 TO THE COMPANY DURING
THE NOTICE PERIOD, THE COMPANY WILL, IN THE PERIOD COMMENCING ON THE EARLIER OF
THE DATE OF SUCH CESSATION AS A SERVICE PROVIDER OR THE LAST DATE OF ONGOING
SERVICE AFTER