8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 29, 2007

QuickLogic Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-22671	77-0188504
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1277 Orleans Drive, Sunnyvale, CA		94089-1138
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (408) 990-4000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 29, 2007 the Board of Directors of QuickLogic Corporation (the “Company”) approved certain amendments to the Company’s 1999 Stock Plan (the “Plan”), amended the form of Stock Option Agreement and form of Restricted Stock Purchase Agreement, and adopted a form of Restricted Stock Unit Agreement (the “RSU Agreement”) for use under the Plan, as amended.  The Company intends to use the form of RSU Agreement in connection with future awards of restricted stock units (“RSU’s”) to its officers, directors and employees. Each RSU represents the right to receive one share of common stock of the Company on the specified issuance date following the vesting of that unit.  Vesting of each RSU award may be based on length of service to the Company or may be tied to performance against a specific goal within a certain period of time. RSU vesting will typically occur during an open trading window under the Company’s insider trading policy following the specified service period or following achievement of the goal. If vesting is tied to performance against a goal, there is generally a threshold level of performance level required to vest in any portion of the RSU, and each RSU award vests ratably between threshold performance and full attainment of the goal.

The foregoing description of the Plan, form of RSU Agreement, form of Stock Option Agreement and form of Restricted Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to each document, a copy of which is attached hereto as Exhibit 10.1, 10.2, 10.3 and 10.4, respectively, and incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01(d) Exhibits.

10.1         1999 Stock Plan, as amended

10.2         Form of Restricted Stock Unit Agreement

10.3         Form of Stock Option Agreement

10.4         Form of Restricted Stock Purchase Agreement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  September 4, 2007	QuickLogic Corporation
	/s/ Carl M. Mills
	Carl M. Mills
	Vice President, Finance and Chief Financial Officer

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EX-10.1

Exhibit 10.1

QUICKLOGIC CORPORATION

1999 STOCK PLAN

The following constitutes the provisions of the QuickLogic Corporation 1999 Stock Plan, as amended and restated effective as of August 29, 2007.

1.Purposes of the Plan.  The purposes of this 1999 Stock Plan are:

·to attract and retain the best available personnel for positions of substantial responsibility;

·to provide additional incentive to Employees, Directors and Consultants; and

·to promote the success of the Company’s business.

Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant.  Stock Purchase Rights and Restricted Stock Units may also be granted under the Plan.

2.Definitions.  As used herein, the following definitions shall apply:

(a)“Administrator” means the Board or any Committee as shall be administering the Plan, in accordance with Section 4 of the Plan.

(b)“Applicable Laws” means the requirements relating to the administration of this Plan under U. S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Options, Stock Purchase Rights, Restricted Stock or Restricted Stock Units are, or will be, granted under the Plan.

(c)“Board” means the Board of Directors of the Company.

(d)“Code” means the Internal Revenue Code of 1986, as amended.

(e)“Committee” means a committee of Directors or other individuals satisfying Applicable Laws appointed by the Board in accordance with Section 4 of the Plan.

(f)“Common Stock” means the common stock of the Company.

(g)“Company” means QuickLogic Corporation, a Delaware corporation.

(h)“Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity.

(i)“Director” means a member of the Board.

(j)“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.

(k)“Employee” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company.  A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor.  For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is guaranteed by statute or contract.  If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 181st day of such leave any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option.  Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

(l)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(m)“Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i)If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq Global Market or The Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day on or before the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii)If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day on or before the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii)In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator.

(n)“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(o)“IPO Effective Date” means the date upon which the Securities and Exchange Commission declares the initial public offering of the Company’s common stock as effective.

(p)“Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

(q)“Notice of Grant” means a written or electronic notice evidencing certain terms and conditions of an individual Option, Stock Purchase Right or Restricted Stock Unit grant.  The Notice of Grant is part of the Option Agreement, the Restricted Stock Purchase Agreement or the Restricted Stock Unit Agreement.

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(r)“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(s)“Option” means a stock option granted pursuant to the Plan.

(t)“Option Agreement” means an agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant.  The Option Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

(u)“Option Exchange Program” means a program whereby outstanding Options are surrendered in exchange for Options with a lower exercise price.

(v)“Optioned Stock” means the Common Stock subject to an Option, Stock Purchase Right or Restricted Stock Unit.

(w)“Optionee” means the holder of an outstanding Option, Stock Purchase Right, Restricted Stock award or Restricted Stock Unit granted under the Plan.

(x)“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(y)“Plan” means this QuickLogic Corporation 1999 Stock Plan.

(z)“Restricted Stock” means shares of Common Stock acquired pursuant to a grant of Stock Purchase Rights under Section 11 of the Plan.

(aa)“Restricted Stock Purchase Agreement” means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right.  The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

(bb)“Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 12.  Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

(cc)“Restricted Stock Unit Agreement” means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to an individual grant of Restricted Stock Units.  The Restricted Stock Unit Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

(dd)“Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

(ee)“Section 16(b)” means Section 16(b) of the Exchange Act.

(ff)“Service Provider” means an Employee, Director or Consultant.

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(gg)“Share” means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.

(hh)“Stock Purchase Right” means the right to purchase Common Stock pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant and a Restricted Stock Purchase Agreement.

(ii)“Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code.

3.Stock Subject to the Plan.  Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is (i) 5,000,000 Shares, including any Shares which have been reserved but unissued under the Company’s 1989 Stock Option Plan (as amended) (the “1989 Plan”) as of the IPO Effective Date and (ii) any Shares returned to the 1989 Plan as a result of termination of options under the 1989 Plan.  In addition, an annual increase shall be added to the Plan on the first day of the Company’s fiscal year beginning in 2000 equal to the lesser of (i) 5,000,000 Shares, (ii) five-percent (5%) of the outstanding shares on such date or (iii) a lesser amount determined by the Board.  The Shares may be authorized, but unissued, or reacquired Common Stock.

If an Option or Stock Purchase Right (a “Right”) expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, or Restricted Stock Units are forfeited to the Company due to failure to vest, the unpurchased or unissued Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated); provided, however, that Shares that have actually been issued under the Plan shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock are repurchased by the Company at their original purchase price or are forfeited to the Company, such Shares shall become available for future grant under the Plan.

4.Administration of the Plan.

(a)Procedure.

(i)Multiple Administrative Bodies.  The Plan may be administered by different Committees with respect to different groups of Service Providers.

(ii)Section 162(m).  To the extent that the Administrator determines it to be desirable to qualify Options granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code.

(iii)Rule 16b-3.  To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.

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(iv)Other Administration.  Other than as provided above, the Plan shall be administered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws.

(v)Delegation of Authority for Day-to-Day Administration.  Except to the extent prohibited by Applicable Laws, the Administrator may delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned to it in this Plan.  Such delegation may be revoked at any time.

(b)Powers of the Administrator.  Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:

(i)to determine the Fair Market Value;

(ii)to select the Service Providers to whom Options, Stock Purchase Rights and Restricted Stock Units may be granted hereunder;

(iii)to determine the number of shares of Common Stock to be covered by each Option, Stock Purchase Right and Restricted Stock Unit granted hereunder;

(iv)to approve forms of agreement for use under the Plan;

(v)to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Option, Stock Purchase Right, Restricted Stock or Restricted Stock Unit relating thereto granted hereunder.  Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option, Stock Purchase Right, Restricted Stock or Restricted Stock Unit or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vi)to reduce the exercise price of any Option or Stock Purchase Right to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option or Stock Purchase Right shall have declined since the date the Option or Stock Purchase Right was granted;

(vii)to institute an Option Exchange Program;

(viii)to construe and interpret the terms of the Plan and awards granted pursuant to the Plan;

(ix)to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;

(x)to modify or amend each Option, Stock Purchase Right, Restricted Stock or Restricted Stock Unit (subject to Section 16(c) of the Plan), including the discretionary

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authority to extend the post-termination exercisability period of Options longer than is otherwise provided for in the Plan;

(xi)to allow Optionees to satisfy withholding tax, Fringe Benefits Tax or National Insurance Contributions tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or Stock Purchase Right or upon vesting of Restricted Stock or a Restricted Stock Unit that number of Shares having a Fair Market Value equal to the amount required to be withheld.  The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined.  All elections by an Optionee to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;

(xii)to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option, Stock Purchase Right or Restricted Stock Unit previously granted by the Administrator; and

(xiii)to make all other determinations deemed necessary or advisable for administering the Plan.

(c)Effect of Administrator’s Decision.  The Administrator’s decisions, determinations and interpretations shall be final and binding on all Optionees and any other holders of Options, Stock Purchase Rights, Restricted Stock or Restricted Stock Units.

5.Eligibility.  Nonstatutory Stock Options, Stock Purchase Rights and Restricted Stock Units may be granted to Service Providers.  Incentive Stock Options may be granted only to Employees.

6.Limitations.

(a)Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.  However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options.  For purposes of this Section 6(a), Incentive Stock Options shall be taken into account in the order in which they were granted.  The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

(b)Neither the Plan nor any Option, Stock Purchase Right, Restricted Stock or Restricted Stock Unit award shall confer upon an Optionee any right with respect to continuing the Optionee’s relationship as a Service Provider with the Company, nor shall they interfere in any way with the Optionee’s right or the Company’s right to terminate such relationship at any time, with or without cause.

(c)The following limitations shall apply to grants of Options:

(i)No Service Provider shall be granted, in any fiscal year of the Company, Options to purchase more than 1,000,000 Shares.

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(ii)In connection with his or her initial service, a Service Provider may be granted Options to purchase up to an additional 1,000,000 Shares which shall not count against the limit set forth in subsection (i) above.

(iii)The foregoing limitations shall be adjusted proportionately in connection with any change in the Company’s capitalization as described in Section 14.

(iv)If an Option is cancelled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described in Section 14), the cancelled Option will be counted against the limits set forth in subsections (i) and (ii) above.  For this purpose, if the exercise price of an Option is reduced, the transaction will be treated as a cancellation of the Option and the grant of a new Option.

7.Term of Plan.  Subject to Section 20 of the Plan, the Plan shall become effective upon its adoption by the Board.  It shall continue in effect for a term of ten (10) years unless terminated earlier under Section 16 of the Plan.

8.Term of Option.  The term of each Option shall be stated in the Option Agreement.  In the case of an Incentive Stock Option, the term shall be ten (10) years from the date of grant or such shorter term as may be provided in the Option Agreement.  Moreover, in the case of an Incentive Stock Option granted to an Optionee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Option Agreement.

9.Option Exercise Price and Consideration.

(a)Exercise Price.  The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator, subject to the following:

(i)In the case of an Incentive Stock Option

(A)granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant.

(B)granted to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

(ii)In the case of a Nonstatutory Stock Option, the per Share exercise price shall be determined by the Administrator.  In the case of a Nonstatutory Stock Option intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

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(iii)Notwithstanding the foregoing, Options may be granted with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a merger or other corporate transaction.

(b)Waiting Period and Exercise Dates.  At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised.

(c)Form of Consideration.  The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment.  In the case of an Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at the time of grant.  Such consideration may consist entirely of:

(i)cash;

(ii)check;

(iii)other Shares which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;

(iv)consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan;

(v)a reduction in the amount of any Company liability to the Optionee, including any liability attributable to the Optionee’s participation in any Company sponsored deferred compensation program or arrangement;

(vi)any combination of the foregoing methods of payment; or

(vii)such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.

10.Exercise of Option.

(a)Procedure for Exercise; Rights as a Shareholder.  Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement.  An Option may not be exercised for a fraction of a Share.

An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised.  Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan.  Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse.  Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the

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Optioned Stock, notwithstanding the exercise of the Option.  The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised.  No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 14 of the Plan.

Exercising an Option in any manner shall decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b)Termination of Relationship as a Service Provider or Provision of Notice of Employment Termination.  If an Optionee (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), other than upon the Optionee’s death or Disability, or (ii) 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 Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent that the Option is vested 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 such later date as required by Applicable Laws (the earlier of these dates or such later date required by Applicable Laws is referred to herein as the “Vesting Cessation Date”, as reasonably fixed and determined by the Administrator), but in no event later than the expiration of the term of such Option as set forth in the Option Agreement.  In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for three (3) months following the Vesting Cessation Date.  If, on the Vesting Cessation Date, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan (unless the Administrator determines otherwise).  At the sole discretion of Company, subject to Applicable Laws, Grantee may be paid a lump sum for their cash compensation in lieu of notice.  If, after the Vesting Cessation Date, the Optionee does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(c)Disability of Optionee.  If an Optionee ceases to be a Service Provider as a result of the Optionee’s Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement).  In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee’s termination.  If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan.  If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(d)Death of Optionee.  If an Optionee dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Option Agreement (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant), by the Optionee’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance, but only to the extent that the Option is vested on the date of death.  In the absence of a

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specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee’s termination.  If, at the time of death, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan.  The Option may be exercised by the executor or administrator of the Optionee’s estate or, if none, by the person(s) entitled to exercise the Option under the Optionee’s will or the laws of descent or distribution.  If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(e)Buyout Provisions.  The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.

11.Stock Purchase Rights.

(a)Rights to Purchase.  Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted under the Plan and/or cash awards made outside of the Plan.  After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing or electronically, by means of a Notice of Grant, of the terms, conditions and restrictions related to the offer, including the number of Shares that the offeree shall be entitled to purchase, the price to be paid, and the time within which the offeree must accept such offer.  The offer shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator.

(b)Repurchase Option.  Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon and after the Vesting Cessation Date or upon termination of the purchaser’s service with the Company due to death or Disability.  The purchase price for Shares repurchased pursuant to the Restricted Stock Purchase Agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company.  The repurchase option shall lapse at a rate determined by the Administrator.

(c)Other Provisions.  The Restricted Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion.

(d)Rights as a Shareholder.  Once the Stock Purchase Right is exercised, the purchaser shall have the rights equivalent to those 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.  No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 14 of the Plan.

12.Restricted Stock Units.

(a)Grant.  Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator.  After the Administrator determines that it will grant Restricted Stock Units under the Plan, it shall advise the Optionee in a Restricted Stock Unit Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.

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(b)Vesting Criteria and Other Terms.  The Administrator shall set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Optionee.  The Administrator may set vesting criteria based upon the achievement of Company wide, business unit, or individual goals (including, but not limited to, continued employment), or any other basis determined by the Administrator in its discretion.

(c)Earning Restricted Stock Units.  Upon meeting the applicable vesting criteria, the Optionee shall be entitled to receive a payout as determined by the Administrator.  Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

(d)Form and Timing of Payment.  Payment of earned Restricted Stock Units shall be made as soon as practicable after the date(s) determined by the Administrator and set forth in the Restricted Stock Unit Agreement.  The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both.

(e)Cancellation.  On the date set forth in the Restricted Stock Unit Agreement, all unearned Restricted Stock Units shall be forfeited to the Company.

13.Non-Transferability of Options, Stock Purchase Rights, Restricted Stock and Restricted Stock Units.  Unless determined otherwise by the Administrator, an Option, Stock Purchase Right, Restricted Stock or Restricted Stock Unit award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.  If the Administrator makes an Option, Stock Purchase Right, Restricted Stock or Restricted Stock Unit award transferable, such Option, Stock Purchase Right, Restricted Stock or Restricted Stock Unit award shall contain such additional terms and conditions as the Administrator deems appropriate.

14.Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale.

(a)Changes in Capitalization.  Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Option, Stock Purchase Right, Restricted Stock and Restricted Stock Unit award, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options, Stock Purchase Rights or Restricted Stock Units have yet been granted or which have been returned to the Plan upon cancellation, expiration, repurchase or forfeiture of an Option, Stock Purchase Right, Restricted Stock or Restricted Stock Unit award, as well as the price per share of Common Stock covered by each such outstanding Option, Stock Purchase Right or Restricted Stock Unit, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.”  Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive.  Except as expressly provided herein, no issuance by

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the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option, Stock Purchase Right, Restricted Stock or Restricted Stock Unit award.

(b)Dissolution or Liquidation.  In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction.  The Administrator in its discretion may provide for an Optionee to have the right to exercise his or her Stock Purchase Right or Option until ten (10) days prior to such transaction as to all of the Optioned Stock covered thereby, including Shares as to which the Option would not otherwise be exercisable.  In addition, the Administrator may provide that any Company repurchase option applicable to any Shares purchased upon exercise of an Option or Stock Purchase Right shall lapse as to all such Shares, or that all Restricted Stock Units shall vest, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated.  To the extent it has not been previously exercised, or, with respect to Restricted Stock, all restrictions have not lapsed, or, with respect to a Restricted Stock Unit, all units have not vested, an Option, Stock Purchase Right or Restricted Stock Unit will terminate immediately prior to the consummation of such proposed action.

(c)Merger or Asset Sale.

(i)Stock Options and Stock Purchase Rights.  In the event of a merger of the Company with or into another corporation, or the sale of substantially all of the assets of the Company, each outstanding Option and Stock Purchase Right shall be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation.  In the event that the successor corporation refuses to assume or substitute for the Option or Stock Purchase Right, the Optionee shall fully vest in and have the right to exercise the Option or Stock Purchase Right as to all of the Optioned Stock, including shares to which it would not otherwise be vested or exercisable. If an Option or Stock Purchase Right becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Optionee in writing or electronically that the Option or Stock Purchase Right shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option or Stock Purchase Right shall terminate upon the expiration of such period, or such earlier date as specified in the Stock Option Agreement or Restricted Stock Purchase Agreement.  For the purposes of this paragraph, the Option or Stock Purchase Right shall be considered assumed if, following the merger or sale of assets, the option or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option or Stock Purchase Right immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale of assets is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option or Stock Purchase Right, for each Share of Optioned Stock subject to the Option or Stock Purchase Right, to be solely common stock of the successor corporation or its Parent equal in

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fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets.

(ii)Restricted Stock and Restricted Stock Units.  In the event of a merger of the Company with or into another corporation, or the sale of substantially all of the assets of the Company, each outstanding Restricted Stock and Restricted Stock Unit award shall be assumed or an equivalent Restricted Stock or Restricted Stock Unit award substituted by the successor corporation or a Parent or Subsidiary of the successor corporation.  In the event that the successor corporation refuses to assume or substitute for the Restricted Stock or Restricted Stock Unit award, the Optionee shall fully vest in the Restricted Stock Unit, including shares which would not otherwise be vested, and all restrictions on Restricted Stock will lapse immediately prior to the closing date of the transaction.  For the purposes of this paragraph, a Restricted Stock or Restricted Stock Unit award shall be considered assumed if, following the merger or sale of assets, the award confers the right to purchase or receive, for each Share subject to the Restricted Stock or Restricted Stock Unit award immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale of assets is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received, for each Share subject to the Restricted Stock or Restricted Stock Unit award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets.

15.Date of Grant.  The date of grant of an Option, Stock Purchase Right or Restricted Stock Unit shall be, for all purposes, the date on which the Administrator makes the determination granting such Option, Stock Purchase Right or Restricted Stock Unit, or such other later date as is determined by the Administrator.  Notice of the determination shall be provided to each Optionee within a reasonable time after the date of such grant.

16.Amendment and Termination of the Plan.

(a)Amendment and Termination.  The Board may at any time amend, alter, suspend or terminate the Plan.

(b)Shareholder Approval.  The Company shall obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

(c)Effect of Amendment or Termination.  No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company.  Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Options, Stock Purchase Rights, Restricted Stock and Restricted Stock Units granted under the Plan prior to the date of such termination or Shares issued under the Plan.

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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 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.

17.Conditions Upon Issuance of Shares.

(a)Legal Compliance.  Shares shall not be issued pursuant to the exercise of an Option or Stock Purchase Right or pursuant to the vesting of a Restricted Stock or Restricted Stock Unit award unless the exercise of such Option or Stock Purchase Right or the vesting of a Restricted Stock or Restricted Stock Unit award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

(b)Investment Representations.  As a condition to the exercise of an Option or Stock Purchase Right, the Company may require the person exercising such Option or Stock Purchase Right to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

18.Inability to Obtain Authority.  The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue, sell or release from escrow such Shares as to which such requisite authority shall not have been obtained.

19.Reservation of Shares.  The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

20.Shareholder Approval.  The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted.  Such shareholder approval shall be obtained in the manner and to the degree required under Applicable Laws.

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EX-10.2

Exhibit 10.2

QUICKLOGIC CORPORATION

1999 STOCK PLAN

NOTICE OF GRANT OF RESTRICTED STOCK UNITS

Unless otherwise defined herein, the terms defined in the 1999 Stock Plan (the “Plan”) will have the same defined meanings in this Notice of Grant of Restricted Stock Units (the “Notice of Grant”) and the Restricted Stock Unit Agreement, attached hereto as Exhibit A (the “Restricted Stock Unit Agreement” or “Agreement”).

Grantee:

Address:

Grantee has been granted the right to receive an award of Restricted Stock Units, subject to the terms and conditions of the Plan and the Agreement, as follows:

Grant Number
Date of Grant
Vesting Type	o Performance or o Service
Vesting Commencement Date
Number of Restricted Stock Units

Vesting Schedule:

Grantee will generally be taxed when the Restricted Stock Units (“RSUs”) vest and Shares are delivered.  The RSUs are intended (but not guaranteed) to vest in an open trading window under the Company’s insider trading policy.  This should help enable the Grantee to sell a portion of the delivered shares to cover the Grantee’s tax obligations.  If the trading window is closed on a scheduled vesting date, vesting of the RSUs will be delayed until the trading window is open. A Grantee vests in the RSU in accordance with the following [Service Vesting] [Performance Vesting] schedule, so long as a Vesting Cessation Date (as defined herein) has not yet occurred:

[Service Vesting:

This RSU will vest, in whole or in part, according to the following vesting schedule:

1)Scheduled quarterly vesting over four years with a one-year cliff.  25% of the RSUs 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 RSUs will vest on the first open trading day under the Company’s insider trading policy on or after each

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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;

2)Scheduled bi-annual vesting over 15 quarters with a one-year cliff.  25% of the RSUs 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; 1/8 of the RSUs will vest on the first open trading day under the Company’s insider trading policy on or after the date which is 15 months from the Vesting Commencement Date; thereafter 1/8 of the RSUs will vest on the first open trading day under the Company’s insider trading policy on or after each successive six months, so as to be 100% vested on the first open trading day on or after the date which is 15 quarters from the Vesting Commencement Date.

3)Scheduled annual vesting over four years.  25% of the RSUs will vest each year on the first open trading day under the Company’s insider trading policy on or after the anniversary of the Vesting Commencement Date, so as to be 100% vested on the first open trading day on or after the fourth anniversary of the Vesting Commencement Date;

4)Scheduled quarterly vesting over one year.  25% of the RSUs 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;

5)The RSUs are vested in full upon grant; or

6)Other:                                                                    

Example:

Grantee Montana is awarded RSUs to acquire 160 Shares on 2/10/06 under Service Vesting alternative 1.  If the trading window under the Company’s insider trading policy is open on 2/10/07, 5/10/07 and 8/10/07, Grantee Montana vests as to 40 Shares on 2/10/07, 10 Shares on 5/10/07 and 10 Shares on 8/10/07.

If the trading window is closed on 3/1/07 and reopens on 8/20/07, Grantee Montana vests as to 40 shares on 2/10/07 and 20 Shares on 8/20/07.]

[Performance Vesting:

This RSU vests based on achieving the following goal:

The Company/business unit/Grantee will achieve                      by               of 20   , as determined by the Administrator, in its sole discretion (the “Grant Goal”).

The RSU vests as follows based upon the following performance relative to the Grant Goal:

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(a)100% of the RSU vests if the Grant Goal is achieved;

(b)If the Grant Goal is not achieved,      % of the RSU will vest, but only if a threshold percentage of     % of the Grant Goal is achieved (the RSU will not vest at all if the threshold percentage is not achieved);

(c)At a performance level between the threshold percentage and full achievement of the Grant Goal, the RSU vests on a proportionate, straight-line basis;

(d)Any fractional RSU vesting is rounded down to the nearest whole Share;

(e)In no event will the RSU vest if a Vesting Cessation Date, as defined herein, has occurred prior to the vesting date; and

(f)The Administrator, in its sole discretion, will determine the extent to which the Grant Goal has been achieved.  This determination will be made, to the extent practicable, no later than the Company’s first fiscal quarter following the end of the full performance period to which the Grant Goal relates, or, if earlier, the first fiscal quarter following the fiscal quarter in which 100% of the Grant Goal has been achieved.

Once the Administrator, in its discretion, determines the percentage (if any) of the RSU that will be scheduled to vest, the actual vesting occurs later over five substantially equal installments during an open trading window.  Vesting begins on the next Wednesday in an open trading window following the date of the Administrator’s determination, and continues for the four following Wednesdays to occur during an open trading window (each such Wednesday an “Actual Vesting Date”).

Example I:

On January 1, 2008, Grantee Montana is granted an RSU covering 500 Shares.  The RSU Grant Goal is for the Company to achieve $10 million of quarterly revenue, determined in accordance with generally accepted accounting principles (“GAAP”), for a specific group of products in any quarter in the two-year period ending with the Company’s fourth fiscal quarter of 2009.  If the Grant Goal is achieved or exceeded, 100% of the RSU will be scheduled to vest.  If a threshold percentage of 70% of the Grant Goal, or $7 million in quarterly GAAP revenue for these products, is achieved during the performance period, the RSU will be scheduled to vest as to only 40% of the covered units.  If the quarterly GAAP revenue during the Performance Period never reaches $7 million, none of the RSU will be scheduled to vest and the RSU will terminate in its entirety.

In this example, the Company achieves $8.5M and $8M of quarterly GAAP revenue for the specified products in the Company’s third and fourth fiscal quarters of 2009, respectively, but does not reach $7 million in quarterly GAAP revenue in any of the other six quarters during the performance period.  In the Company’s first fiscal quarter in 2010, the Administrator determines the percentage of the RSU scheduled to vest based upon the highest quarterly level of achievement,

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$8.5M which is 85% of the Grant Goal.  Total scheduled vesting is 70% of the RSU Shares (350 Shares) based on 85% achievement of the Grant Goal.  Following the Administrator’s determination, 14% of Grantee Montana’s RSU Shares (70 Shares) vest on the next Wednesday, and each of the four following Wednesdays, to occur during an open trading window under the Company’s insider trading policy, so long as there has been no Vesting Cessation Date (as defined herein) prior to any vesting date.

Example II:

The same facts apply, except that the Company achieves $10.5 million of quarterly GAAP revenue for the specified products in the second quarter of 2009.  Since the full Grant Goal was achieved, the Administrator makes the determination that 100% of the RSU Shares will be scheduled to vest.  This determination is made no later than the end of the third fiscal quarter in 2009, to the extent practicable.  Following the Administrator’s determination, 20% of Grantee Montana’s RSU Shares (100 Shares) vest on the next Wednesday, and each of the four following Wednesdays, to occur during an open trading window under the Company’s insider trading policy, so long as there has been no Vesting Cessation Date (as defined herein) prior to any vesting date.]

Termination of Relationship as a Service Provider or Provision of Notice of Employment Termination; Vesting Cessation Date.  If a Grantee (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) 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 Grantee will only vest in those shares which vest (a) on or before 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 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).  At the sole discretion of Company, subject to Applicable Law, Grantee may be paid a lump sum for their cash compensation in lieu of notice.  RSUs which do not vest by the Vesting Cessation Date shall automatically become void and without further effect.  In such event, the underlying Shares shall be returned to the Plan.

[Term of Service Vesting RSUs.  Service vesting RSUs shall automatically expire, to the extent then unvested, on the Vesting Cessation Date.  RSUs which expire shall automatically become void and without further effect.  In such event, the underlying Shares shall be returned to the Plan. The maximum term of a RSU is ten (10) years.]

[Term of Performance Vesting RSUs.  Performance vesting RSUs shall automatically expire on the earlier of the Vesting Cessation Date or the date upon which the Administrator determines they shall not be scheduled to vest.  RSUs which expire shall automatically become void and without further effect.  In such event, the underlying Shares shall be returned to the Plan. The maximum term of a RSU is ten (10) years.]

The Restricted Stock Unit Agreement included as Exhibit A and the Plan are incorporated herein by reference.  The Plan, Restricted Stock Unit Agreement and this Notice of Grant constitute

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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 Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantee’s interest except by means of a writing signed by the Company and Grantee.  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, Restricted Stock Unit Agreement, 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.

By Grantee’s signature, Grantee agrees that this award is granted under and governed by the terms and conditions of the Plan, the Restricted Stock Unit Agreement and this Notice of Grant.  Grantee has reviewed the Plan, the Restricted Stock Unit Agreement and this Notice of Grant in their entirety, 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 Unit Agreement and this Notice of Grant.  Grantee hereby 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 Unit Agreement and this Notice of Grant.

GRANTEE	QUICKLOGIC CORPORATION
	By:
Signature
	Title:
Print Name
Date:	Date:
GRANTEE ADDRESS:
BENEFICIARY:
Print Name
Date:

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

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Signature:

Print Name:

Date:

Please return this Notice of Grant of Restricted Stock Units to the Stock Administrator of the Company.

(Form of Notice as of August 2007)

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EXHIBIT A

RESTRICTED STOCK UNIT AGREEMENT

1.Grant of Restricted Stock Units.  The Company hereby grants to the Grantee named in the Notice of Grant under the Plan an award of Restricted Stock Units (“RSUs”), subject to all of the terms and conditions in this Restricted Stock Unit Agreement and the Plan, which is incorporated herein by reference.  Subject to Section 16(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan will prevail.

2.Company’s Obligation.  Each RSU represents the right to receive a Share in accordance with the vesting schedule in the attached Notice of Grant.  Unless and until the RSUs vest, the Grantee will have no right to receive Shares underlying such RSUs.  Prior to actual distribution of Shares pursuant to any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

3.Vesting Schedule.  Subject to paragraph 4 of this Agreement, the RSUs awarded by this Agreement will vest and all restrictions lapse according to the vesting schedule specified in the Notice of Grant.

4.Forfeiture upon Termination as a Service Provider.  Notwithstanding any contrary provision of this Agreement or the Notice of Grant, if the RSU expires for any or no reason prior to vesting, the unvested RSUs awarded by the Notice of Grant and this Agreement will thereupon be forfeited at no cost to the Company.

5.Payment after Vesting.  Any RSUs that vest in accordance with paragraph 3 of this Agreement will be paid to the Grantee (or in the event of the Grantee’s death, to Grantee’s estate) in Shares, 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 RSUs will be paid by the Grantee in the manner allowed by the Company.

6.Tax Withholding and Consequences.  Regardless of any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding, FBT or NIC paid or payable in respect of the grant, vesting, release, cancellation, transfer of the RSUs or issuance of the related Shares (“Tax-Related Items”), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee are and remain Grantee’s responsibility and that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the grant, vesting or delivery of RSUs or related Shares, the subsequent sale of Shares and/or the receipt of any dividends; and (b) does not commit to structure the terms of a RSU grant to reduce or eliminate Grantee’s liability for Tax-Related Items.  Set forth below is a brief summary as of the date of grant of this Restricted Stock Unit Agreement of some of the United States federal tax consequences of vesting of this RSU and disposition of the Shares.  THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.

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As the RSUs vest, Grantee will immediately recognize compensation income in an amount equal to the Fair Market Value of the vesting Shares (the “Vest Date Fair Market Value”) if Grantee is a U.S taxpayer.  If Grantee is a non-U.S. taxpayer, Grantee will be subject to applicable taxes in Grantee’s jurisdiction.

If Grantee is an Employee or former Employee, the Vest Date Fair Market Value will be subject to tax withholding by the Company, and the Company will generally be entitled to a tax deduction in the amount at the time the Grantee recognizes ordinary income with respect to a Restricted Stock Unit Agreement.

7.Tax Obligations.  Grantee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Grantee) 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 and NIC applicable to the grant, vesting or issuance of Shares pursuant to an award of RSUs.  Grantee 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 RSU or related 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 RSUs and related 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 Grantee 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 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 Grantee to the Company, by some other method, or by some combination thereof.  Grantee agrees to execute any additional documents requested by the Company for such reimbursement of such taxes to the Company.

Grantee grants to the Company the irrevocable authority, as agent of Grantee and on Grantee’s behalf, to sell or procure the sale of sufficient Shares subject to this award of RSUs 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 Grantee is liable for (including pursuant to the preceding paragraph) and the Company will account to Grantee for any balance.

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

8.No Guarantee of Continued Service.  GRANTEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF RSUs PURSUANT TO THE NOTICE OF GRANT OF RSUs HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED).  GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET

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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 GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE GRANTEE’S SERVICE PROVIDER STATUS AT ANY TIME, WITH OR WITHOUT CAUSE, EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW.  ACCORDINGLY, GRANTEE DOES NOT HAVE ANY ENTITLEMENT TO A RSU IF GRANTEE RESIGNS OR IF THERE IS A VESTING CESSATION DATE FOR ANY REASON PRIOR TO THE DATE THAT THE RSU VESTS.

9.Data Privacy.  By accepting this Restricted Stock Unit Agreement or any Shares upon vesting thereof, Grantee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Grantee’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 Grantee’s participation in the Plan.  For the purpose of implementing, administering and managing the Plan, Grantee understands that the Company holds certain personal information about Grantee, including, but not limited to, Grantee’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 Grantee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”).  Grantee 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 Grantee’s country or elsewhere.  The Company, as a global company, may transfer Grantee’s personal data to countries that may not provide an adequate level of protection.  The Company, however, is committed to providing a suitable and consistent level of protection for Grantee’s personal data regardless of the country in which it resides.  Grantee understands that Grantee may request information regarding the Company’s stock plan administration by contacting Human Resources, the Chief Financial Officer or their designee.  Grantee 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 Grantee’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 Grantee deposits any Shares issued at vesting or other scheduled payout.  Grantee understands that Data will be held as long as is necessary to implement, administer and manage the Plan.  Grantee understands that Grantee 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.  Grantee understands, however, that refusing or withdrawing Grantee’s consent may affect Grantee’s ability to participate in the Plan.  For more information on the consequences of Grantee’s refusal to consent or withdrawal of consent, Grantee understands that he or she may contact Human Resources, the Chief Financial Officer or their designee.

10.Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any documents related to the award of RSUs or issuance of Shares and participation in the Plan or future Restricted Stock Unit Agreements that may be awarded under the Plan by electronic means or to request Grantee’s consent to participate in the Plan by electronic means.  Grantee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan

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through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

11.Payments after Death.  Any distribution or delivery to be made to the Grantee under this Agreement will, if the Grantee is then deceased, be made to the administrator or executor of the Grantee’s estate or, if none, to the persons entitled to received such distribution or delivery under the Grantee’s will or the laws of descent or distribution.  Any such recipient  must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

12.Grant is Not Transferable.  Except to the limited extent provided in paragraph 11 of this Agreement, this grant and the rights and privileges conferred hereby will not 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.  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.

13.Rights as Stockholder.  Neither the Grantee nor any person claiming under or through the Grantee will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Grantee or Grantee’s broker or had the Shares electronically transferred to Grantee’s account.

14.Acknowledgments.  The Grantee expressly acknowledges the following:

(a)The Company (whether or not Grantee’s employer) is granting the award of RSUs.  That the grant of the award, future grants of awards, and benefits and rights provided under the Plan are at the complete discretion of the Company and do not constitute regular or periodic payments, or remuneration under the terms of employment.  No grant of awards will be deemed to create any obligation to grant any further awards, whether or not such a reservation is explicitly stated at the time of such a grant.  The benefits and rights provided under the Plan are not to be considered part of Grantee’s salary or total compensation for purposes of determining Grantee’s entitlement upon termination and will not be included for purposes of calculating any severance, resignation, termination, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, life insurance, 401(k) profit sharing or any other payments, benefits or rights of any kind.  Grantee waives any and all rights to compensation or damages as a result of the termination of employment with the Company or its subsidiaries and the administration of the Plan and this grant for any reason whatsoever insofar as those rights result or may result from:

(i)the loss or diminution in value of such rights under the Plan, or

(ii)Grantee ceasing to have any rights under, or ceasing to be entitled to any rights under the Plan as a result of such termination or administration.

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(b)The Company has the right, at any time to amend, suspend or terminate the Plan.  The Plan will not be deemed to constitute, and will not be construed by Grantee to constitute, part of the terms and conditions of employment, and that the Company will not incur any liability of any kind to Grantee as a result of any change or amendment, or any cancellation, of the Plan at any time.

(c)The Grantee’s employment with the Company and its Subsidiaries is not affected at all by any award and it is agreed by the Grantee not to create an entitlement and will not be included in the Grantee’s entitlement at common law for damages during any reasonable notice period.  Accordingly, the terms of the Grantee’s employment with the Company and its Subsidiaries will be determined from time to time by the Company or the Subsidiary employing the Grantee (as the case may be), and the Company or the Subsidiary will have the right, which is hereby expressly reserved, to terminate or change the terms of the employment of the Grantee at any time for any reason whatsoever, with or without good cause or notice, and to determine when Grantee is no longer providing ongoing service to the Company for purposes of administering Grantee’s grant of RSUs, except as may be expressly prohibited by the laws of the jurisdiction in which the Grantee is employed.

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

(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:  Grantee has received this Agreement and any other related communications and consents to having received these documents solely in English.

15.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.

16.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 Grantee (or Grantee’s estate), such issuance 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.

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17.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 RSUs have vested).  Any dispute regarding the interpretation of this Agreement will be submitted by Grantee 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 Grantee, 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.

18.Address for Notices.  Any notice to be given to the Company under the terms of this Agreement will be made in writing and deemed effective: (i) upon delivery when delivered in person; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested, addressed to the Company at 1277 Orleans Drive, Sunnyvale, CA 94089, Attn: Stock Administrator, or at such other address as the Company may hereafter designate in writing or electronically.

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

20.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.

21.Modifications to the Agreement.  This Agreement constitutes the entire understanding of the parties on the subjects covered.  Grantee 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 Grantee, 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 RSUs.

22.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.

(Form of Agreement as of August 2007)

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EX-10.3

Exhibit 10.3

QUICKLOGIC CORPORATION

1999 STOCK PLAN

NOTICE OF GRANT OF STOCK OPTIONS

Unless otherwise defined herein, the terms defined in the 1999 Stock Plan (the “Plan”) will have the same defined meanings in this Notice of Grant of Stock Options (the “Notice of Grant”) and the Stock Option Agreement, attached hereto as Exhibit A (the “Stock Option Agreement” or “Agreement”).

QuickLogic Corporation is pleased to inform you that you, the undersigned Optionee, have been granted an option (“Option”) to purchase common stock (hereinafter referred to as the “Shares”) of the Company, subject to the terms and conditions of the Plan and this Agreement, as follows:

Optionee:

Grant Number:

Board Notification Date:

Date of Grant:

Vesting Commencement Date:

Exercise Price, per Share:

Number of Shares Granted:

Term of Option:

Type of Option:  Incentive Stock Option  Nonstatutory Stock Option

Vesting Schedule: The option may be exercised as it vests. The options will vest in accordance with the following vesting schedule, so long as a Vesting Cessation Date (as defined herein) has not occurred:

25% of the Shares subject to the Option shall vest twelve months after the Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall vest each month thereafter.  Fully vested in four years.

25% of the Shares subject to the Option shall vest twelve months after the Vesting Commencement Date, and 1/8 of the Shares subject to the Option shall vest fifteen months after the Vesting Commencement Date and each six months thereafter.  Fully vested in 15 quarters.

1/12 th of the Shares subject to the Option shall vest for each full month of Service after the Vesting Commencement Date.  Fully vested in one year.

l/24th of the Shares subject to the Option shall vest for each full month of Service after the Vesting Commencement Date.  Fully vested in two years.

1/         of the Shares subject to the Option shall vest                 after the Vesting Commencement Date.  Thereafter, 1/        of the Shares shall vest for each full         of Service.  Fully vested in       -      .

1/       of the Shares subject to the Option shall vest for each full        of Service after the Vesting Commencement Date.

100% of the Shares subject to the Option shall be fully vested on the grant date.

Termination of Relationship as a Service Provider or Provision of Notice of Employment Termination; Vesting Cessation Date.  If Optionee (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) 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 Optionee may exercise his or her Option for a three month period beginning (a) 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 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).  Such exercise period shall automatically extend from three to twelve months in the event Optionee ceases to be a Service Provider as a result of Optionee’s death or Disability.  In no event shall this Option be exercised later than the expiration of the term of such Option as set forth in the Option Agreement.  Optionee 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 or for any other period and shall not interfere with Optionee’s right or the Company’s right to terminate Optionee’s relationship as a Service Provider at any time, with or without notice, except as otherwise required by Applicable Law. At the sole discretion of Company, subject to Applicable Law, Optionee may be paid a lump sum for their cash compensation in lieu of notice. Options which do not vest by the Vesting Cessation Date shall automatically become void and without further effect.  In such event, the underlying Shares shall be returned to the Plan.

The Stock Option Agreement included as Exhibit A and the Plan are incorporated herein by reference.  The Plan, Stock Option Agreement and this Notice of Grant 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 Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and the Optionee.  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, Stock Option Agreement, 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.

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By Optionee’s signature and the signature of the Company’s representative below, Optionee and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan, the Stock Option Agreement and this Notice of Grant.  Optionee has reviewed the Plan, the Stock Option Agreement and this Notice of Grant in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan, the Stock Option Agreement and this Notice of Grant.  Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan, the Stock Option Agreement and this Notice of Grant.

OPTIONEE:	QUICKLOGIC CORPORATION
Signature	By:
Print Name	Title:
Date:	Date:

OPTIONEE 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 Options to the Stock Administrator of the Company.

(Form of Notice as of August 2007)

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EXHIBIT A

STOCK OPTION AGREEMENT

1.Grant of Option.  The Plan Administrator of the Company hereby grants to the person named in the Notice of Grant under the Plan (the “Optionee”) an option (the “Option”) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of the Notice of Grant, this Stock Option Agreement and the Plan, which is incorporated by reference.  Subject to Section 16(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions of the Plan shall prevail.  If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an ISO under Section 422 of the Code.  However, any Option that exceeds the $100,000 rule of Code Section 422(d) shall be treated as a Nonstatutory Stock Option (“NSO”).

2.Exercise of Option.  This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Stock Option Agreement.  This Option shall be deemed exercised when the Company receives:  (i) written or electronic notice of exercise from the person entitled to exercise the Option; and (ii) full payment of the Exercise Price, as defined herein, for Shares exercised.  The form of written notice of exercise is attached as Exhibit A-1. The forms of consideration acceptable for the payment of the aggregate Exercise Price are described in the Plan, Section 9(c).

3.Term of Option.  This Option may be exercised only within the Term of Option set out in the Notice of Grant, and in accordance with the terms of the Plan and this Option Agreement.

4.Tax Withholding and Consequences.  Regardless of any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding, fringe benefit tax (“FBT”) or National Insurance Contribution (“NIC”) tax paid or payable in respect of the grant, vesting, exercise, cancellation, transfer of the Options or issuance of the Shares (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by Optionee are and remain Optionee’s responsibility and that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the grant, vesting, exercise or delivery of options or related Shares, the subsequent sale of Shares and/or the receipt of any dividends; and (b) does not commit to structure the terms of a option grant to reduce or eliminate Optionee’s liability for Tax-Related Items.  Optionee should consult a tax adviser and the Plan in order to determine the tax consequences before exercising this Option or disposing of the Shares.

5.Tax Matters.  If the Optionee sells or otherwise disposes of any of the Shares acquired pursuant to an ISO on or before the later of (i) two years after the grant date, or (ii) one year after the exercise date, the Optionee shall immediately notify the Company in writing of such disposition, and shall promptly provide any information that may be requested by the Company and/or the

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Company’s consultant regarding such sale or other disposition of the Shares.  The Optionee agrees that he or she may be subject to income tax withholding by the Company on the compensation income recognized from such early disposition of ISO Shares by payment in cash or out of the current earnings paid to the Optionee.

6.Tax Obligations.  Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Optionee) 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 and NIC applicable to the grant, vesting or exercise of the Options and issuance of the Shares.  Optionee 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, exercise or cancellation of the Option or 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 Option and related Shares will be paid by cash, exercising and selling a portion of a vested Option, 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 Optionee 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 Optionee to the Company, by some other method, or by some combination thereof.  Optionee agrees to execute any additional documents requested by the Company for such reimbursement of such taxes to the Company.

Optionee grants to the Company the irrevocable authority, as agent of Optionee and on Optionee’s behalf, to sell or procure the sale of sufficient Shares subject to this Option 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 Optionee is liable for (including pursuant to the preceding paragraph) and the Company will account to Optionee for any balance.

Optionee acknowledges and agrees that the Company may refuse to allow the exercise of Options or the delivery of Shares if Optionee has not made appropriate arrangements with the Company to satisfy tax withholding requirements, FBT or NIC.

7.No Guarantee of Continued Service.  OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER).  OPTIONEE 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 OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S SERVICE PROVIDER STATUS AT ANY TIME, WITH OR

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WITHOUT CAUSE, EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW.  ACCORDINGLY, OPTIONEE DOES NOT HAVE ANY ENTITLEMENT TO AN OPTION IF OPTIONEE RESIGNS OR IF THERE IS A VESTING CESSATION DATE FOR ANY REASON PRIOR TO THE DATE THAT THE OPTION VESTS.

8.Data Privacy.  By accepting this Stock Option Agreement or any Shares upon exercise thereof, Optionee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Optionee’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 Optionee’s participation in the Plan.  For the purpose of implementing, administering and managing the Plan, Optionee understands that the Company holds certain personal information about Optionee, including, but not limited to, Optionee’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 Optionee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”).  Optionee 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 Optionee’s country or elsewhere.  The Company, as a global company, may transfer Optionee’s personal data to countries that may not provide an adequate level of protection.  The Company, however, is committed to providing a suitable and consistent level of protection for Optionee’s personal data regardless of the country in which it resides.  Optionee understands that Optionee may request information regarding the Company’s stock plan administration by contacting Human Resources, the Chief Financial Officer or their designee.  Optionee 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 Optionee’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 Optionee deposits any Shares issued at exercise of an option.  Optionee understands that Data will be held as long as is necessary to implement, administer and manage the Plan.  Optionee understands that Optionee 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.  Optionee understands, however, that refusing or withdrawing Optionee’s consent may affect Optionee’s ability to participate in the Plan.  For more information on the consequences of Optionee’s refusal to consent or withdrawal of consent, Optionee understands that he or she may contact Human Resources, the Chief Financial Officer or their designee.

9.Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any documents related to the Option or issuance of Shares and participation in the Plan or future Stock Option Agreements that may be awarded under the Plan by electronic means or to request Optionee’s consent to participate in the Plan by electronic means.  Optionee 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.

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10.Payments after Death.  Any distribution or delivery to be made to the Optionee under this Agreement will, if the Optionee is then deceased, be made to the administrator or executor of the Optionee’s estate or, if none, to the persons entitled to receive such distribution or delivery under the Optionee will or the laws of descent or distribution.  Any such recipient must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

11.Option is Not Transferable.  Except to the limited extent provided in paragraph 10 of this Agreement, this Option and the rights and privileges conferred hereby will not 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.  Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Option, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this Option and the rights and privileges conferred hereby immediately will become null and void.

12.Rights as Stockholder.  Neither the Optionee nor any person claiming under or through the Optionee will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Optionee or Optionee’s broker or had the Shares electronically transferred to Optionee’s account.

13.Acknowledgments.  The Optionee expressly acknowledges the following:

(a)The Company (whether or not Optionee’s employer) is granting the Option.  That the Option, future grants of Options, and benefits and rights provided under the Plan are at the complete discretion of the Company and do not constitute regular or periodic payments, or remuneration under the terms of employment.  No grant of Options will be deemed to create any obligation to grant any further options, whether or not such a reservation is explicitly stated at the time of such a grant.  The benefits and rights provided under the Plan are not to be considered part of Optionee’s salary or total compensation for purposes of determining Optionee’s entitlement upon termination and will not be included for purposes of calculating any severance, resignation, termination, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, life insurance, 401(k) profit sharing or any other payments, benefits or rights of any kind.  Optionee waives any and all rights to compensation or damages as a result of the termination of employment with the Company or its subsidiaries and the administration of the Plan and this grant for any reason whatsoever insofar as those rights result or may result from:

(i)the loss or diminution in value of such rights under the Plan, or

(ii)Optionee ceasing to have any rights under, or ceasing to be entitled to any rights under the Plan as a result of such termination or administration.

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(b)The Company has the right, at any time to amend, suspend or terminate the Plan.  The Plan will not be deemed to constitute, and will not be construed by Optionee to constitute, part of the terms and conditions of employment, and that the Company will not incur any liability of any kind to Optionee as a result of any change or amendment, or any cancellation, of the Plan at any time.

(c)The Optionee’s employment with the Company and its Subsidiaries is not affected at all by any grant and it is agreed by the Optionee not to create an entitlement and will not be included in the Optionee’s entitlement at common law for damages during any reasonable notice period.  Accordingly, the terms of the Optionee’s employment with the Company and its Subsidiaries will be determined from time to time by the Company or the Subsidiary employing the Optionee (as the case may be), and the Company or the Subsidiary will have the right, which is hereby expressly reserved, to terminate or change the terms of the employment of the Optionee at any time for any reason whatsoever, with or without good cause or notice, and to determine when Optionee is no longer providing ongoing service to the Company for purposes of administering Optionee’s Option, except as may be expressly prohibited by the laws of the jurisdiction in which the Optionee is employed.

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

(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:  Optionee has received this Agreement and any other related communications and consents to having received these documents solely in English.

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 Optionee (or Optionee’s estate), such issuance 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.

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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.  Any dispute regarding the interpretation of this Agreement will be submitted by Optionee 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 Optionee, 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.Address for Notices.  Any notice to be given to the Company under the terms of this Agreement will be made in writing and deemed effective: (i) upon delivery when delivered in person; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested, addressed to the Company at 1277 Orleans Drive, Sunnyvale, CA 94089, Attn: Stock Administrator, or at such other address as the Company may hereafter designate in writing or electronically.

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

19.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.

20.Modifications to the Agreement.  This Agreement constitutes the entire understanding of the parties on the subjects covered.  Optionee 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 Optionee, 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 with this Option.

21.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.

(Form of Agreement as of August 2007)

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Exhibit A-1

QUICKLOGIC CORPORATION

1999 STOCK PLAN

STOCK OPTION EXERCISE FORM

Your completed form should be returned by fax or mail to:  Stock Administration.  Phone: (408) 990-4120.

Fax:  (408) 990-4276.  Incomplete forms may cause a delay in processing/receipt of funds.

Date:	Country in Which You Work:		Dept. #:		Emp. ID:
Name:		SS#:		Work Phone:

Home Address:
	(Number and Street)
	(City, State, Zip Code/Postal Code, Country)

1.I hereby elect to exercise the following stock option(s):

Grant # Grant
Date Grant Type
(ISO/NQ) Grant Price
Per Share # of Shares
to Exercise Amount Due
For Stock Amount Due
For Taxes **

TOTALS

2.Method of Exercise (Please Check One):

 Cash Exercise (Exercise-and-Hold)

 Same-Day-Sale (Exercise and sell all shares)

It is your responsibility to contact a broker to sell your stock option shares.

Stock Administration will not contact a broker for you.

**Tax Due: (U.S. employees ONLY) For NQ option exercise - We are required to collect Federal Income Tax, Applicable State Income Tax, Medicare, Social Security, and SDI.

3.Please deliver all shares to: (If shares are to be delivered to a broker, you must establish an account prior to delivery.)

Broker Name:	Acct.#:
Broker DTC#:	Broker Phone:
Mail stock certificate to my home address as listed above (make sure the address is legible.)

4.I understand that Stock Administration will not process my exercise until all information has been provided.

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I understand that I should read a current copy of the Company’s Prospectus prior to making any investment; and that, if necessary, I can contact the Company directly to obtain one.

I understand that, if I am an officer or director of the Company, I may be subject to additional requirements under Federal securities regulation which pertain to this type of transaction.

Signature Print Name

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EX-10.4

Exhibit 10.4

QUICKLOGIC CORPORATION

1999 STOCK PLAN

NOTICE OF GRANT OF STOCK PURCHASE RIGHT

Unless otherwise defined herein, the terms defined in the 1999 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:                                                              

Board Notification Date:                                               

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:

1)     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.

2)     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.

3)     The shares are immediately vested upon grant

4)     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

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receiving a notice of termination of employment, or (b) such later date as required by Applicable 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.

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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.

(Form of Notice as of August 2007)

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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

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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

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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

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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.

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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

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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

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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.

(e)Choice of Language.

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(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.

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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.

(Form of Agreement as of August 2007)

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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.

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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.

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18.           The Restricted Stock Purchase Agreement is incorporated herein by reference.  These Joint Escrow Instructions, the 1999 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

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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:                      ,

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