8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) June 6, 2007

Semtech Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-6395	95-2119684
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Flynn Road Camarillo, California	93012-8790
(Address of Principal Executive Offices)	(Zip Code)

805-498-2111

(Registrant’s Telephone Number, Including Area Code)

(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:

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

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

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

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

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

(e) Compensatory Arrangements of Certain Officers

At a meeting on June 6, 2007, the Compensation Committee (the “Committee”) of the Board of Directors of Semtech Corporation (the “Company”) took the following actions, including actions with regard to the compensation of executive officers who were named in the Summary Compensation Table of the Company’s 2007 Proxy Statement (the “Named Executive Officers”).

Base Salaries. The Committee considered the base salaries of the Named Executive Officers and determined to increase, effective June 6, 2007, the base salaries for Jeffrey T. Pohlman and John M. Wilson in conjunction with their promotions to Senior Vice President.

Name	Previous Annual Base Salary		Revised Annual Base Salary
Jeffrey T. Pohlman	$	205,000	$	225,000
Senior Vice President, Protection Products
John M. Wilson	$	205,000	$	225,000
Senior Vice President, Power Management Products

Executive Compensation Plan. Under this plan, executives selected by the Committee, including certain of the Named Executive Officers, may defer up to 100% of their base salary, as defined by the plan. Currently, the Company matches, on a dollar for dollar basis, up to the first 20% of the participant’s contributions for the CEO and CFO, up to the first 15% for participants at the Vice President level; and up to the first 10% for other participants. Effective June 6, 2007, the Committee increased the Company’s matching contribution percentage for Alan Bennett, Vice President of Tax & External Reporting, from 10% to 15% of his elective contributions in connection with his promotion to that position in November 2006. The Executive Compensation Plan documents are attached as Exhibits 10.12, 10.13, and 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 25, 2004.

Bonus Plan. On June 6, 2007, the Committee approved an amended and restated version of the Company’s Bonus Plan (the “Plan”) effective for its fiscal year 2008 (which began on January 29, 2007). The Plan provides participants, including the Chief Executive Officer and certain of the other Named Executive Officers, an opportunity to earn an annual bonus based on the performance of the Company, as measured by year-over-year improvement in operating income, and the performance of the individual participant during the fiscal year. Each participant is assigned a target award for the fiscal year (expressed as a percentage of the participant’s annual base salary), and the bonus amount is weighted 60% based on Company performance and 40% based on individual performance. The Committee retains discretion to adjust bonus amounts under the Plan. The Plan document, which includes an Appendix that correlates operating income improvements in Fiscal Year 2008 to the organizational performance factor to be used in calculating bonuses for fiscal year 2008, is attached hereto as Exhibit 10.1 and incorporated herein by reference.

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Annual Incentive Compensation for Fiscal Year 2008. Following the Committee’s actions on June 6, 2007, the Named Executive Officers who are currently employed by the Company are eligible to earn the following minimum, target, and maximum bonus awards during fiscal year 2008.

Incentive Awards as Percentage of Base Salary ¹

	Minimum 2	Target		Maximum 3
Mohan Maheswaran Chief Executive Officer	0	125	%	275	%
Emeka Chukwu Vice President, Finance and Chief Financial Officer	0	70	%	154	%
Alan Bennett Vice President, Tax and Accounting	0	40	%	82	%
Lawrence A. King Vice President Power Management Engineering	0	70	%	143.5	%
Jeffrey T. Pohlman Senior Vice President, Protection Products	0	70	%	154	%
J. Michael Wilson Senior Vice President, Power Management Products	0	70	%	154	%

¹ For fiscal year 2008, Mr. Maheswaran, Mr. Chukwu, Mr. Pohlman and Mr. Wilson participate in the Plan. For fiscal year 2008, Mr. Bennett and Mr. King participate in the Company’s Cash Bonus Incentive Plan (the “CBIP”), which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 1, 2006.

² Neither the Plan nor the CBIP guarantees any minimum bonus payment for any participant.

³ The maximum bonus any participant may receive under the Plan is 220% of the target award. The maximum bonus any participant may receive under the CBIP is 205% of the target award.

Equity Incentive Awards to Named Executive Officers. On June 6, 2007, the Committee granted the following awards to certain of the Named Executive Officers under the terms of the Company’s shareholder-approved Long Term Stock Incentive Plan:

	Stock Options	Restricted Stock	Performance Stock Units
Mr. Maheswaran	50,000	20,000	60,000
Mr. Chukwu 1	121,000	45,000	15,000
Mr. Bennett	9,000	5,000	—
Mr. Pohlman	32,000	12,500	12,500
Mr. Wilson	25,000	12,500	12,500

¹ In addition to an annual award of 21,000 stock options, Mr. Chukwu was also awarded 100,000 stock options in connection with the commencement of his employment on November 20, 2006. The award of his new hire options was

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delayed because the Company did not make equity awards while the Company was in the process of restating its historical financial statements. The restricted stock award shown for Mr. Chukwu includes a new hire award of 25,000 shares, an annual award of 15,000 shares, and a performance award of 5,000 shares.

Stock Options. The stock options awarded to the Named Executive Officers have six year terms and vest in three annual installments beginning one year after the date of the award. The exercise price is $16.14, the closing price of the Company’s common stock on June 6, 2007, the date the awards were made. The other terms and conditions of these stock options are set forth in the Form of Employee Stock Option Award Certificate attached hereto as Exhibit 10.2.

Restricted Stock. The restricted stock awarded to the Named Executive Officers vests in three annual installments beginning one year after the date of the award. Related tax withholding rights and the other terms and conditions of the restricted stock are set forth in the Form of Employee Restricted Stock Award Certificate attached hereto as Exhibit 10.3.

Performance Units. The performance units awarded to the Named Executive Officers will vest based on achievement of certain goals related to cumulative net revenue and cumulative operating income over a 2.75-year performance period ending with fiscal year 2010. The number of performance units that vest could range up to 200% of the award, if the performance goals are surpassed by a specified margin. One half of any performance units so vested will be payable in an equal number of shares of the Company’s common stock. The other half will be payable in cash based on the closing price of the Company’s common stock on the last day of the performance period. The other terms and conditions of the performance units are set forth in the Form of Employee Performance Unit Award Certificate attached hereto as Exhibit 10.4.

Item 8.01. Other Events

Equity Awards to Directors

W. Dean Baker and Bruce C. Edwards were elected to the Board of Directors on October 9, 2006 and October 26, 2006, respectively. The Company’s compensation program for non-employee directors in effect for fiscal year 2007 calls for an initial stock option to purchase 10,000 shares of the Company’s common stock to be awarded to each new director. Due to the restatement of the Company’s financial statements pending at the time Messrs. Baker and Edwards joined the Board, the Committee determined that their initial stock option awards would be made on the first date following their appointment to the Board that options are granted to any of the Company’s employees. These initial awards were made on June 6, 2007 and the exercise price of the options is $16.14, the closing price of the Company’s common stock on that date. The awards are subject to a three year vesting period and the other terms and conditions set forth in the form of award certificate attached hereto as Exhibit 10.5.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit 10.1	Semtech Corporation Bonus Plan
Exhibit 10.2	Form of Employee Stock Option Award Certificate
Exhibit 10.3	Form of Employee Restricted Stock Award Certificate
Exhibit 10.4	Form of Employee Performance Unit Award Certificate
Exhibit 10.5	Form of Director Stock Option Award Certificate

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SIGNATURE

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: June 12, 2007	SEMTECH CORPORATION
	By:	/s/ Emeka Chukwu
		Emeka Chukwu
		Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit Number	Description of Document
Exhibit 10.1	Semtech Corporation Bonus Plan
Exhibit 10.2	Form of Employee Stock Option Award Certificate
Exhibit 10.3	Form of Employee Restricted Stock Award Certificate
Exhibit 10.4	Form of Employee Performance Unit Award Certificate
Exhibit 10.5	Form of Director Stock Option Award Certificate

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EX-10.1

Exhibit 10.1

SEMTECH CORPORATION

BONUS PLAN

Amended and Restated Effective January 29, 2007

ARTICLE I

PURPOSE OF THE PLAN

This Plan is established to provide a further incentive to selected employees to promote the success of Semtech Corporation by providing an opportunity to receive additional compensation for beyond normal expected performance measured against corporate goals. The Plan is intended to achieve the following:

1. Stimulate employees to work to meet objectives consistent with enhancing the Company’s shareholder value.

2. Facilitate the Company’s ability to attract, retain, and motivate top technical, managerial, and executive talent.

3. Ensure that employees are held accountable, and appropriately rewarded, for both organizational and individual performance.

ARTICLE II

DEFINITIONS

1. ANNUAL SALARY — The regular base salary of a Participant at the time of calculation of the incentive award payment, but excluding any incentive compensation, commissions, over-time payments, option exercise income, the value of restricted stock vesting, retroactive payments not affecting the base salary or applicable to the current year, and any other payments of compensation of any kind.

2. BOARD — The Board of Directors of the Company.

3. BUSINESS PLAN — The Company’s Annual Business Plan.

4. BUSINESS UNIT – The business units defined by the Company from time to time to reflect its major product lines.

5. COMMITTEE — The Compensation Committee of the Board of Directors as from time to time appointed or constituted by the Board of Directors.

6. COMPANY — Semtech Corporation and those subsidiaries of which it owns directly or indirectly 50% or more of the voting stock or other equity interests.

7. EBIT — Earnings before interest and taxes.

8. EMPLOYEE — Any person who is employed by the Company and who is paid a salary as distinguished from an hourly wage. The term shall be deemed to include any person who was employed by the Company during all or any part of the year with respect to which a bonus pool has been established by the Committee but shall not include any employee who, during any part of a Plan Year, was represented by a collective bargaining agent or whose salary is paid by a third party.

9. MANAGER — the manager of a Business Unit or, with respect to a Participant who is not a member of a Business Unit, the relevant corporate function head. Managers generally hold the position of Vice President.

10. OPERATING INCOME — Operating income of the Company as published in the SEC 10-K, with such adjustments (i) to take into account or disregard any items or events that the Committee determines in its discretion to be non-recurring or extraordinary and (ii) as the Committee determines to be necessary to best reflect the operating income from ordinary business operations.

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11. PARTICIPANT — Any Employee selected to participate in the Plan in accordance with its terms.

12. PLAN — This Semtech Corporation Bonus Plan.

13. PLAN YEAR — The Company’s fiscal year which ends on the last Sunday of January of each year.

14. SEC 10-K — The Company’s Report on Form 10-K filed with the Securities and Exchange Commission in accordance with the requirements of the Securities and Exchange Act of 1934, as amended.

15. SECTION 16 GROUP — The officers and employees who have been determined by the Board to be statutory insiders subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended.

16. SUPERVISOR — A Participant’s immediate supervisor.

ARTICLE III

ELIGIBILITY FOR PARTICIPATION

Participants are those salaried employees of the Company selected based on recommendations by the Supervisors, with the endorsement of the applicable Managers. The Committee may authorize the Company’s Vice President of Human Resources to determine who shall participate in the Plan, except for members of the Section 16 Group. Participation of members of the Section 16 Group shall require Committee approval. The selection of an employee as a Participant for a Plan Year may be shown by the Committee’s establishment of a bonus pool for such Plan Year that includes a target award for such employee. No member of the Committee shall be eligible to participate in the Plan.

ARTICLE IV

BONUS POOL

1. As early as feasible at the beginning of each Plan Year, the Chief Executive Officer shall recommend to the Committee for its review and approval an amount to be established as a bonus pool for the Plan Year. The proposed pool amount shall be calculated as the sum of (a) the target bonus awards (calculated in accordance with Exhibit A hereto) for employees recommended to be Participants for the Plan Year and (b) an estimate of target awards for positions that may be filled during the Plan Year (new hires who may become Participants on a pro rata basis).

2. To assist the Committee in making a determination with respect to the Chief Executive Officer’s recommendation, the proposed bonus pool shall also be expressed as a percentage of EBIT, as set forth in the Business Plan. However, for this purpose such EBIT shall be computed prior to the deduction of incentive compensation payments to be paid under the Plan and may exclude anticipated extraordinary items.

3. As early as feasible at the beginning of each Plan Year, the Chief Executive Officer shall recommend to the Committee for its review and approval a table for determining the Organizational Performance Factor for the Plan Year. The table shall be based on a comparison of Operating Income for the Plan Year as compared to Operating Income for the previous Plan Year and shall correlate various percentage improvements in Operating Income with an Organizational Performance Factor, also expressed as a percentage. The table approved by the Committee for the Plan Year shall be set forth in an Appendix to the Plan.

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4. Incentive compensation payments will be made in accordance with Article V. In accordance with Exhibit A hereto, the aggregate incentive compensation payments made under the Plan for the Plan Year may exceed the bonus pool in certain circumstances, but in no event will the aggregate incentive compensation payments under the Plan for a Plan Year exceed the bonus pool established for that Plan Year multiplied by 100% of the highest Organizational Performance Factor established for that Plan Year and set forth in the Appendix for that Plan Year.

5. The bonus pool does not represent a segregated fund of assets. Participants have no claim on any particular group of Company assets, either before or after incentive compensation payments are determined or authorized for the Plan Year. Any incentive compensation awarded under the Plan will be paid from the general assets of the Company.

ARTICLE V

INCENTIVE COMPENSATION PAYMENTS

1. CALCULATION AND AUTHORIZATION OF PAYMENTS — Incentive compensation payments to Participants shall be calculated, under the supervision of the Chief Financial Officer, in accordance with the formula and procedures set forth in Exhibit A hereto, and the aggregate of all Participant’s incentive awards determined under Exhibit A will be recommended to the Committee for its consideration. Information regarding the proposed incentive award for each Participant who is a member of the Section 16 Group will be presented separately. The individual calculations for other Participants will also be available for the Committee’s review. No award is payable under the Plan for any Plan Year unless and until the Committee authorizes the awards for Participants generally and for Participants who are members of the Section 16 Group in particular.

2. ORGANIZATIONAL PERFORMANCE FACTOR — After the end of the Plan Year, the Operating Income for the Plan Year, as determined by the Committee, shall be rated against the Operating Income for the previous Plan Year, as determined by the Committee, to determine the Organization Performance Factor level for all Participants (pursuant to the table set forth in the Appendix established for that Plan Year). Pro rata adjustments will be made for whole percentage increments between the levels stated in the table.

3. INDIVIDUAL PERFORMANCE FACTORS — A Participant’s Individual Performance Factor shall be based on personal achievement during the Plan Year, as provided in Exhibit A. A Participant’s Individual Performance Factor shall be determined by the Participant’s Supervisor. The Individual Performance Factor of the Chief Executive Officer shall be determined by the Committee and the Committee shall review the Individual Performance Factors of other Participants who are members of the Section 16 Group. The Committee may, at the request of any member of the Committee, review the Individual Performance Factors of any other Participant or groups of Participants. The Committee may make adjustments in any such performance factors as it considers appropriate.

4. The Committee may change the method for calculating Plan payments at any time prior to the end of a Plan Year.

5. METHOD AND TIME OF PAYMENT

A. The incentive compensation payment authorized for each Participant with respect to each Plan Year shall be paid to such Participant in cash following the close of the Plan Year and within two and one-half months after the close of the Plan Year. The foregoing notwithstanding, the Committee may delay (but not past December 31 of the calendar year in which such Plan Year ends) the payment of awards if it determines in its discretion that circumstances warrant a delay.

B. All Incentive compensation payments shall be made in cash and paid net of any taxes or other amounts required to be withheld.

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6. CLAW-BACK RELATING TO FINANCIAL RESTATEMENT — Each and every payment to a Participant pursuant to the Plan shall be subject to the right of the Company to recover the payment (and reasonable interest thereon) in the event that the Committee determines in good faith that the Participant’s fraud or misconduct has caused or partially caused the need for a material restatement of the Company’s financial statements for the Plan Year to which the Plan payment relates. The Committee’s decision regarding whether the Participant has forfeited awards is final and binding in the absence of demonstrable fraud or bad faith on the part of the Committee in making such a decision.

7. RIGHTS OF PARTICIPANTS

A. Selection of an individual as a Participant for one Plan Year does not mean that the individual will be selected to participate in future Plan Years.

B. The establishment of a bonus pool is subject to the discretion of the Committee. No Participant shall have any right to require the Committee to establish a bonus pool for any Plan Year. No Participant shall have any vested interest or property right or any share in any amounts that may be established as a bonus pool.

C. All payments are subject to the discretion of the Committee. No Participant shall have any right to require the Committee to authorize any incentive compensation payments under the Plan. Even though the Participant’s performance may be assessed periodically during the Plan Year and/or the progress of Operating Income may be tracked, all incentive compensation payments are subject to calculation as set forth in Exhibit A and the discretion of the Committee. The mere existence of periodic assessments or tracking does not give the Participant any basis for claiming any incentive compensation under this Plan on a pro rata basis during the Plan Year or otherwise.

D. Payments properly made under the Plan and distributed to Participants shall not be recoverable from the Participant by the Company, except as specifically provided under Section 4 of this Article V.

E. Nothing in this Plan gives a Participant the right to remain in the employ of the Company. Except to the extent explicitly provided otherwise in a then effective written employment contract executed by Participant and the Company, Participant is an at will employee whose employment may be terminated without liability at any time for any reason.

ARTICLE VI

ADMINISTRATION

The Plan shall be administered under the direction of the Committee. The Committee shall have the right to construe the Plan, to interpret any provision of the Plan, to make rules and regulations relating to the Plan, and to determine any factual question arising in connection with the Plan’s operation after such investigation or hearing as the Committee may deem appropriate. Any decision made by the Committee under the provisions of this Article shall be conclusive and binding on all parties concerned. The Committee may delegate to the officers or employees of the Company the authority to execute and deliver those instruments and documents, to do all acts and things, and to take all other steps deemed necessary, advisable or convenient for the effective administration of this Plan in accordance with its terms and purpose. For the avoidance of doubt, the Committee may not delegate the duty to approve the bonus pool under Article IV or to authorize awards under Article V.

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ARTICLE VII

AMENDMENT OR TERMINATION OF PLAN

The Board or the Committee shall have the unilateral right to terminate or amend this Plan at any time with respect to all or some Participants with respect to any unpaid bonus amounts, and to discontinue the establishment of bonus pools.

ARTICLE VIII

EFFECTIVE DATE

The Plan was first effective for the Company’s 2007 fiscal year. This Amended and Restated Plan shall be effective beginning with the Company’s 2008 fiscal year.

Participants for the 2008 Plan Year shall be limited to the Chief Executive Officer and those executives who report directly to the Chief Executive Officer.

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EXHIBIT A

CALCULATION OF CASH BONUS INCENTIVE PROGRAM PAYMENTS

A. AWARD FORMULA

1. It is expected that the business objectives established for this Plan will be accomplished in accordance with the Company’s Core Values and Code of Conduct. A Participant’s commitment and adherence to the Company’s values and ethical standards will be considered in determining awards under this Plan.

2. A Participant’s Annual Salary multiplied by the applicable “Target Level” for the Participant (as defined in B) establishes the Participant’s “Target Award”.

3. Subject to any discretionary adjustments made pursuant to the Plan and to any limitations contained in the Plan, the actual amount to be awarded to a Participant for any Plan Year pursuant to the terms of this Plan shall be calculated by multiplying the Participant’s Target Award by the sum of

a. 60% of the Organizational Performance Factor determined in accordance with the table in the Appendix adopted by the Committee for the applicable Plan Year (with pro rata adjustments being made for whole percentage increments between the levels stated in the table); and.

b. 40% of the Individual Performance Factor (as defined in C below).

4. Awards generally shall be made only to

a. Participants who are in the employ of the Company on the date of payment, and

b. the estates of, or beneficiaries designated by, Participants who shall have died while employed during the Plan Year.

However, awards for Participants who terminate after the close of the Plan Year but before awards are paid (and pro-rated awards for Participants who terminate employment during a Plan Year) may at the discretion of the Manager and with the endorsement of the Chief Executive Officer, be recommended to the Committee for consideration based on the conditions of the case. A payment, if any, to a former employee (the employee’s estate or designated beneficiary) if any shall be made at the time provided in Section 5 of the Plan.

5. At the discretion of the Manager and the Vice President of Human Resources and with the endorsement of the Chief Executive Officer, pro-rated awards may be recommended for individuals who become Participants subsequent to the beginning of a Plan Year.

6. Recommended awards for Participants whose target levels change during the Plan Year will be based on the target level in effect when the calculation is made.

7. The Participant’s incentive awards determined under this Exhibit A will be recommended to the Committee for its consideration. Incentive awards determined for Participants who are members of the Section 16 Group will be separately set forth for the Committee’s consideration.

8. Before the calculated awards are presented to the Committee, the award for any Participant or group of Participants may be adjusted, upward or downward, at the discretion of the Chief Executive Officer. The recommended award for any Participant, or group of Participants, may be adjusted, upward or downward, at the discretion of the Committee. Examples of factors that could lead to an adjustment are the subjective criteria such as the Participant’s initiative, leadership, teamwork, judgment, and creativity.

9. Notwithstanding any other provision of this Plan, in no event will an incentive compensation payment under this Plan to any Participant for a Plan Year exceed the Participant’s Target Award for that Plan Year multiplied by 100% of the highest Organizational Performance Factor possible for that Plan Year.

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B. TARGET LEVELS

Target levels are based on the level of importance and responsibility of the position in the organization. Where a range has been established, the actual target level is determined by the Manager and Vice President of Human Resources, subject to approval by the Chief Executive Officer. The Committee determines the actual target level for the Chief Executive Officer and each of the other members of the Section 16 Group.

Position	Target Level
Chief Executive Officer	125 - 200	%
Chief Financial Officer	70 - 125	%
Chief Operating Officer	70 - 125	%
Business Unit and Functional Unit Heads	40 - 125	%
Other Eligible Positions	10 - 100	%

C. INDIVIDUAL PERFORMANCE FACTORS

After the end of each fiscal year, each Participant’s performance will be assessed by the Participant’s Supervisor. The assessment of the Chief Executive Officer’s performance will be performed the Committee. The other Board members may assist the Committee in review of the Chief Executive Officer’s performance.

The Participant’s commitment to, and reinforcement of, the Company’s Core Values will be a primary consideration, as will the Participant’s contributions to achieving the Company’s general financial goals and strategic objectives. The Participant’s technical, operational, financial, and managerial achievements in his or her scope of influence will also be assessed, with focus on factors such as leadership, talent management, customer service, and strategy and execution with respect to new product development or other key projects.

Following the assessment, the Supervisor (or the Committee, in the case of the Chief Executive Officer) will assign an Individual Performance Rating to the Participant. A Participant may receive an Individual Performance Factor in excess of 100% based upon exceptional performance, but only with the review and approval of (a) the Participant’s Manager and endorsement of either (i) the Chief Executive Officer or Chief Operating Officer (with respect to participants in business units) or (ii) the Chief Executive Officer (with respect to participants in corporate functional groups and executive officers) or (b) the Committee, with respect to the Chief Executive Officer.

The Individual Performance Factor for any Participant, or group of Participants, may be adjusted, upward or downward, at the discretion of the Chief Executive Officer or the Committee.

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SEMTECH CORPORATION

BONUS PLAN

APPENDIX FOR FISCAL YEAR 2008

Adopted by the Compensation Committee on June 6, 2007

FY2008 Operating Income Compared to FY2007 Operating Income	Organizational Performance Factor
Below 80%	0	%
80%	20	%
100%	30	%
121%	63	%
130%	77	%
145%	100	%
177%	141	%
200%	170	%
231%	220	%
Above 231%	220	%

For purposes of this Appendix, Operating Income for each fiscal year is as determined by the Committee in accordance with Article V of the Plan.

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EX-10.2

Exhibit 10.2

[Semtech logo]

FORM OF

LONG-TERM STOCK INCENTIVE PLAN

OPTION AWARD CERTIFICATE

THIS AWARD is made this [Date] by Semtech Corporation, a Delaware Corporation (the “Company”), to [Name] (the “Optionee”).

R E C I T A L S

A. The Company has established the Company’s Long-Term Stock Incentive Plan (the “Plan”) in order to provide employees of the Company with an opportunity to acquire shares of the Company’s common stock (“Stock”).

B. The Plan Administrator has determined that it would be in the best interests of the Company and its stockholders to grant the option described in this Award Certificate to the Optionee as compensation, as an inducement to remain in the service of the Company, and as an incentive for increasing efforts during such service.

NOW, THEREFORE, this Award is made on the following terms and conditions:

1. Definitions and Incorporation. The terms used in this Award Certificate shall have the meanings given to such terms in the Plan. The Plan is hereby incorporated in and made a part of this Award Certificate as if fully set forth herein.

2. Grant of Option. Pursuant to the Plan, the Company hereby grants to the Optionee as of the date hereof the option to purchase all or any part of an aggregate of [Amount] shares of Stock (the “Option”), subject to adjustment in accordance with Section 3(d) of the Plan. The Option is not intended to qualify as an incentive stock option under Section 422A of the Internal Revenue Code of 1986, as amended.

3. Option Price. The price to be paid for Stock upon exercise of the Option or any part thereof shall be $[Market Price] per share, which equals the last trading price (in regular trading) of a share of Stock on the Nasdaq stock market on the date of grant of the Award, or if the Stock is not traded on such date, such price on the next succeeding business day.

4. Right to Exercise. Subject to the conditions set forth in this Award Certificate and the Plan, the right to exercise the Option shall accrue as follows, with no portion of the right to exercise accruing on any other date (e.g. no pro-ration) except as specifically set forth in this Award Certificate or the Plan:

[Vesting is generally in equal annual installments over three or four years, beginning on the first anniversary of the award date]

5. Securities Law Requirements. No part of the Option shall be exercised if counsel to the Company determines that any applicable registration requirement under the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable requirement of Federal or State law has not been met.

6. Term of Option. The Option shall terminate in any event on the earliest of (a) the [day before 6 year anniversary of grant] at 11:59 PM, (b) the expiration of the period described in Paragraph 7 below, (c) the expiration of the period described in Paragraph 8 below, or, (d) the expiration of the period described in Paragraph 9 below.

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7. Exercise Following Termination of Service. If the Optionee’s service with the Company terminates for any reason, or no reason, whether voluntarily or involuntarily, with or without cause, other than death, disability or retirement, any portion of the Option granted hereunder held by such person which is not then exercisable shall terminate and any portion of the Option which is then exercisable may be exercised within thirty (30) consecutive days after the date of such cessation.

8. Exercise Following Death or Disability. If the Optionee’s service with the Company terminates by reason of the Optionee’s death or disability (as defined below), the Option (to the extent it has not previously been exercised and is then exercisable) may be exercised within one year after the date of the Optionee’s death or termination by reason of disability. In the case of death, the exercise may be made by his or her representative or by the person entitled thereto under the Optionee’s will or the laws of descent and distribution, provided however, that such representative or such person consents in writing to abide by and be subject to the terms of the Plan and this Award Certificate and such writing is delivered to the President of the Company. For purposes hereof, “disability” shall mean a medically determinable physical or mental impairment which has made an individual incapable of engaging in any substantial gainful activity. A condition shall be considered a disability only if (i) it can be expected to result in death or has lasted or can be expected to last for a continuous period of not less than twelve (12) months, and (ii) the Plan Administrator, based on medical evidence, has expressly determined that a disability exists.

9. Exercise Following Retirement. If the Optionee’s service with the Company terminates by reason of retirement (as defined below) the Option (to the extent it has not previously been exercised and is then exercisable) may be exercised within ninety (90) days after the date of the Optionee’s retirement. For purposes hereof, “retirement” shall mean the voluntary cessation of employment by an individual upon the attainment of age sixty-five (65) and the completion of not less than twenty (20) years of service with the Company or a subsidiary.

10. Exercise Following Change of Control. Notwithstanding any other provision to the contrary contained herein, subject to the provisions of Section 3(d) of the Plan, if within one year of a Change in Control (as defined below), the Optionee is terminated without cause or a Constructive Termination (as defined below) occurs with respect to the Optionee, any outstanding Options shall automatically become fully vested and exercisable as of the date of the Change in Control, whether or not then exercisable, without any further action on the part of the Board of Directors of the Company (“Board”), the stockholders or any committee established by the Board to administer the Plan.

For purposes hereof, a “Change in Control” shall mean (i) a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation do not hold, immediately after such merger or consolidation, more than 50% of the combined voting power of the surviving or acquiring entity (or parent corporation thereof), or (ii) the sale of substantially all of the assets of the Company or assets representing over 50% of the operating revenues of the Company or (iii) any person shall become the beneficial owner of over 50% of the Company’s outstanding Stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally, or become a controlling person as defined in Rule 405 promulgated under the Securities Act.

For purposes hereof, “Constructive Termination” shall mean Optionee’s voluntary termination within one year of Optionee’s knowledge of the occurrence of (i) a reduction in the Optionee’s base salary after a Change in Control from that in effect immediately prior to the Change in Control; or (ii) a material or substantial reduction or change in job duties, responsibilities, and requirements after a Change in Control from Optionee’s duties, responsibilities, and requirements immediately prior to the Change in Control. A termination shall not be treated as a Constructive Termination if the Optionee shall have specifically consented in writing to the occurrence of the event giving rise to the claim of Constructive Termination.

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11. Nontransferability. The Option shall be exercisable during the Optionee’s lifetime only by the Optionee or the Optionee’s guardian or legal representative and shall be nontransferable, except that the Optionee may transfer all or any part of the Option by will or by the laws of descent and distribution. Except as otherwise provided herein, any attempted alienation, assignment, pledge, hypothecation, attachment, execution or similar process, whether voluntary or involuntary, with respect to all or any part of the Option or any right thereunder, shall be null and void and, at the Company’s option, shall cause all of the Optionee’s rights under this Award Certificate to terminate.

12. Effect of Exercise. Upon exercise of all or any part of the Option, the number of shares of Stock subject to option under this Award Certificate shall be reduced by the number of shares with respect to which such exercise is made.

13. Exercise of Option. The Option may be exercised by delivering to the Company (a) a written notice of exercise in substantially the form prescribed from time to time by the Plan Administrator and (b) full payment of the option price for each share of Stock purchased under the Option. Such notice shall specify the number of shares of Stock with respect to which the Option is exercised and shall be signed by the person exercising the Option. If the Option is exercised by a person other than the Optionee, such notice shall be accompanied by proof, satisfactory to the Company, of such person’s right to exercise the Option. The Option price shall be payable (a) in U.S. dollars in cash (by check), (b) by delivery of shares of stock registered in the name of the Optionee having a fair market value at the time of exercise equal to the amount of the purchase price, (c) any combination of the payment of cash and the delivery of stock, or (d) as otherwise approved by the Plan Administrator in its sole and absolute discretion.

14. Withholding Taxes. If the Optionee is an employee or former employee of the Company when all or part of the Option is exercised, the Company may require the Optionee to deliver payment of any withholding taxes (in addition to the option price) in cash with respect to the difference between the Option price and the fair market value of the Stock acquired upon exercise.

15. Issuance of Shares. Subject to the foregoing conditions, the Company, as soon as reasonably practicable after receipt of a proper notice of exercise and without transfer or issue tax or other incidental expense to the person exercising the Option, shall deliver to such person at the principal office of the Company, or such other location as may be acceptable to the Company and such person, one or more certificates for the shares of Stock with respect to which the Option is exercised. Such shares shall be fully paid and nonassessable and shall be issued in the name of such person. However, at the request of the Optionee, such shares may be issued in the names of the Optionee and his or her spouse as (a) joint tenants with right of survivorship, (b) community property, or (c) tenants in common without right of survivorship.

16. Rights as a Stockholder. Neither the Optionee nor any other person entitled to exercise the Option shall have any rights as a stockholder of the Company with respect to the stock subject to the Option until a certificate for such shares has been issued to him or her upon exercise of the Option.

17. Notices. Any notice to the Company contemplated by this Award Certificate shall be addressed to it in care of its President; and any notice to the Optionee shall be addressed to him or her at the address on file with the Company on the date hereof or at such other address as he or she may hereafter designate in writing.

18. Not a Contract of Employment. Nothing in this Award Certificate gives Optionee the right to remain in the employ of the Company or any subsidiary or to affect the absolute and unqualified right of the Company and any of its subsidiaries to terminate Optionee’s employment at any time for any

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reason or no reason and with or without cause or prior notice. Except to the extent explicitly provided otherwise in a then effective written employment contract executed by Optionee and the Company, Optionee is an at will employee whose employment may be terminated without liability at any time for any reason. By accepting this Award, Optionee acknowledges and agrees that (a) a person whose employment is terminated before full vesting of an award, such as the one granted by this Award Certificate, could attempt to argue that he or she was terminated to preclude vesting of the award, (b) that Optionee agrees never to make such a claim, and (c) in any event, Optionee has no right to pro-rated vesting with respect to the Award if his or her employment terminates before any applicable vesting date with respect to the Award (regardless of the portion of the vesting period the Optionee was actually employed by the Company and/or any of its subsidiaries).

19. Interpretation. The interpretation, construction, performance and enforcement of the terms and conditions of this Award Certificate and the Plan shall lie within the sole discretion of the Plan Administrator, and the Plan Administrator’s determinations shall be conclusive and binding on all interested persons.

20. Choice of Law – Binding Arbitration. This Award Certificate shall be governed by and construed in accordance with the internal substantive laws (not the law of choice of laws) of the State of California. Any dispute or disagreement regarding the Optionee’s rights under this Award Certificate shall be settled solely by binding arbitration in accordance with the applicable rules of the American Arbitration Association.

SEMTECH CORPORATION,
a Delaware corporation
By
	[an authorized officer]
	Rev: Oct 2001
	[Rev 2006—6 year term]
	[rev 2007—unilateral]

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EX-10.3

Exhibit 10.3

[Semtech logo]

FORM OF

LONG-TERM STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD CERTIFICATE

THIS AWARD is made this [Date] (the “Award Date”) by Semtech Corporation, a Delaware corporation (the “Company”), to [Name] (the “Participant”).

R E C I T A L S

A. The Company has established the Company’s Long-Term Stock Incentive Plan (the Plan”) in order to provide employees of the Company with an opportunity to acquire shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).

B. The Plan Administrator has determined that it would be in the best interests of the Company and its stockholders to grant the restricted stock award described in this Award Certificate to the Participant as compensation, as an inducement to remain in the service of the Company, and as an incentive for increasing efforts during such service.

NOW, THEREFORE, this Award is made on the following terms and conditions:

1. Definitions and Incorporation. The terms used in this Award Certificate shall have the meanings given to such terms in the Plan. The Plan is hereby incorporated in and made a part of this Award Certificate as if fully set forth herein.

2. Award of Shares. Pursuant to the Plan, the Company hereby awards to the Participant as of the date hereof [            ] shares (the “Shares”) of the Company’s Common Stock (subject to adjustment in accordance with Section 3(d) of the Plan), which Shares are restricted and subject to forfeiture on the terms and conditions hereinafter set forth.

3. Rights as a Shareholder/Dividends and Voting. The Participant shall have all of the rights of a shareholder with respect to the Shares, subject to the transfer restrictions and forfeiture conditions set forth herein and except as otherwise provided in this Award Certificate. These include voting rights and the right to receive cash dividends, when declared by the Board, on the Shares. Any cash dividends on the Shares shall be held by the Company (unsegregated as part of its general assets) until the vesting period lapses (and forfeited if the underlying Shares are forfeited), and shall be paid to the Participant as soon as practicable after such period lapses (if not forfeited).

4. Vesting; Termination of Employment.

(a) Vesting in General. Subject to Sections 4(b) and (c), the Shares awarded under this Agreement shall vest as follows:

[Insert vesting schedule]

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The Participant has no right to pro-rated vesting with respect to the Award if his or her employment terminates before any applicable vesting date with respect to the Award (regardless of the portion of the vesting period the Participant was actually employed by the Company and/or any of its subsidiaries).

(b) Termination Following Change in Control. Notwithstanding any other provision to the contrary contained herein, subject to the provisions of Section 3(d) of the Plan, in the event the Participant’s employment is terminated by the Company without cause (and not on account of the Participant’s death or disability), or in the event of a Constructive Termination of the Participant, in each case within 12 months following a Change in Control, 100% of the total Shares shall be vested on the Termination Date (as defined in Section 4(c) below).

(c) Effect of Termination of Employment. If the service of the Participant with the Company is terminated for any reason, then the Shares (and related dividends) which have not vested as of the date of the Participant’s termination of employment (“Termination Date”), after giving effect to any accelerated vesting under Section 4(b), shall be forfeited. Upon the occurrence of any forfeiture of Shares (and related dividends) hereunder, such unvested, forfeited Shares (and related dividends) shall be automatically transferred to the Company as of the Termination Date, without any other action by the Participant (or the Participant’s beneficiary or personal representative in the event of the Participant’s death or disability, as applicable). No consideration shall be paid by the Company with respect to such transfer. The Participant, by acceptance of this Award and the delivery of Shares subject to the Award, shall be deemed to appoint, and does so appoint by acceptance of this Award, the Company and each of its authorized representatives as the Participant’s attorney(s)-in-fact to effect any transfer of unvested, forfeited Shares (and related dividends) to the Company as may be contemplated by the Plan or this Award Certificate. The Participant (or the Participant’s beneficiary or personal representative in the event of the Participant’s death or disability, as applicable) shall deliver any additional documents of transfer that the Company may request to confirm the transfer of such unvested, forfeited Shares (and related dividends) to the Company.

5. Non-transferability of Award. This Award is personal and, prior to the time they have become vested pursuant to Section 4, neither the Shares nor any rights hereunder may be transferred, assigned, pledged or hypothecated by the Participant in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution, nor shall any such rights be subject to execution, attachment or similar process. Except as otherwise provided herein, any attempted alienation, assignment, pledge, hypothecation, attachment, execution or similar process, whether voluntary or involuntary, with respect to all or any part of the Participant’s unvested rights under this Award, shall be null and void.

6. Not a Contract of Employment. Nothing in this Award Certificate gives the Participant the right to remain in the employ of the Company or any subsidiary or to affect the absolute and unqualified right of the Company and any of its subsidiaries to terminate the Participant’s employment at any time for any reason or no reason and with or without cause or prior notice. Except to the extent explicitly provided otherwise in a then effective written employment contract executed by the Participant and the Company, the Company is an at will employee whose employment may be terminated without liability at any time for any reason. By accepting this Award, the Participant acknowledges and agrees that (a) any person who is

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terminated before full vesting of an award, such as the one granted to the Participant by this Award Certificate, could attempt to argue that he or she was terminated to preclude vesting; (b) the Participant promises never to make such a claim; (c) in any event, the Participant has no right to pro-rated vesting with respect to the Award if his or her employment terminates before any applicable vesting date with respect to the Award (regardless of the portion of the vesting period the Participant was actually employed by the Company and/or any of its subsidiaries.

7. Tax Consequences.

(a) Tax Consultation. The Participant may suffer adverse tax consequences as a result of his or her acquisition or disposition of the Shares. The Participant has only 30 days from the Award Date to file an election under Section 83(b) of the Code, if the Participant so desires. The Participant will be solely responsible for satisfaction of any taxes that may arise (including taxes arising under Section 409A of the Code) with respect to the Award. The Company shall not have any obligation whatsoever to pay such taxes. The Company has not and will not provide any tax advice to the Participant. The Participant should consult with his or her own personal tax advisors to the extent he or she deems advisable in connection with the acquisition or disposition of the Shares.

(b) Withholding. To satisfy the Participant’s United States federal and state income and payroll tax liabilities resulting from the lapse or removal of restrictions on the Shares (“Tax Obligations”), by accepting this Award the Participant authorizes the Company to withhold a number of Shares that have a fair market value (determined based on the closing price of the Common Stock on the trading date preceding the date the Tax Obligations arise) equal to the aggregate amount of such Tax Obligations based on the minimum statutory withholding rates for federal and state income tax and payroll purposes that are applicable to such supplemental taxable income. In the event that the Company cannot satisfy such Tax Obligations by withholding and reacquiring Shares, or in the event that the Participant makes or has made an election pursuant to Section 83(b) of the Code or the occurrence of any other withholding event with respect to the Award, the Company (or a subsidiary of the Company) shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to such vesting of Shares or such Section 83(b) election. To the extent that the Company or the Participant’s employer incur any tax withholding obligations under any applicable non-U.S. law (including, without limitation, for income tax, social insurance, payroll tax, payment on account or other tax-related withholding liabilities), then, prior to the relevant taxable event, the Participant shall pay or make arrangements satisfactory to the Company and/or the Participant’s employer to satisfy all withholding and payment on account obligations of the Company and/or the Participant’s employer. The Participant agrees to take any further actions and execute any additional documents as may be necessary to effectuate the provisions of this Section 7.

8. Adjustments Upon Specified Events. Upon the occurrence of certain events relating to the Company’s stock contemplated by Section 3(d) of the Plan, the Plan Administrator shall make adjustments in accordance with such section in the number and kind of securities that may become vested under the Award. If any adjustment shall be made under Section 3(d) of the Plan or an event described in Section 3(d) of the Plan shall occur and the

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Shares are not then fully vested upon such event or prior thereto, the restrictions applicable to such Shares shall continue in effect with respect to any consideration, property or other securities received in respect of such Shares.

9. Issuance of Shares.

(a) Form of Issuance. The Company shall cause the Shares to be issued either (i) in book entry form, registered in the name of the Participant with notations regarding the applicable restrictions on transfer imposed under this Award Certificate, or (ii) in the form of a stock certificate or certificates representing the Shares to be registered in the Participant’s name promptly upon acceptance of the Award, provided that any such stock certificate or certificates shall be delivered to, and held in custody by, the Secretary of the Company or such other escrow holder as the Company may appoint, until the vesting restrictions lapse.

(b) Restrictive Legend. Until the vesting restrictions lapse, any stock certificates representing Shares shall have affixed thereto (and Shares issued in book entry form shall have a notation referencing) legends substantially in the following form, in addition to any other legends required by applicable federal or state laws, if any:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AND MAY BE SUBJECT TO FORFEITURE UNDER THE TERMS OF THAT CERTAIN RESTRICTED STOCK AWARD CERTIFICATE FROM SEMTECH CORPORATION (THE “COMPANY”) TO THE REGISTERED OWNER OF SUCH SHARES, AND SUCH SHARES MAY NOT BE, DIRECTLY OR INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS OF SUCH CERTIFICATE.”

(c) Delivery of Shares. As vesting restrictions lapse, the Company shall, as applicable, either (i) remove the notations on any Shares issued in book entry form, or (ii) cause certificates for the Shares to be delivered to the Participant, free from the legend provided for in subsection (b); provided that if any law or regulation requires the Company to take any action with respect to such Shares before the delivery thereof, then the date of delivery of such Shares will be extended for the period necessary to complete such action.

(d) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any law or any of the provisions of this Award Certificate 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 shall have been so transferred.

(e) Securities Law Requirements. No Shares shall be transferred if counsel to the Company determines that any applicable registration requirement under the Securities Act or any other applicable requirement of federal or state law has not been met.

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10. Severability. In the event that any provision or portion of this Award Certificate shall be determined to be invalid or unenforceable for any reason, in whole or in part, in any jurisdiction, the remaining provisions of this Award Certificate shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law in such jurisdiction, and such invalidity or unenforceability shall have no effect in any other jurisdiction.

11. Binding Effect. This Award Certificate shall extend to, be binding upon and inure to the benefit of the Participant and the Participant’s legal representatives, heirs, successors and assigns (subject, however, to the limitations set forth in Sections 5 and 9 with respect to the transfer of this Award Certificate or any rights hereunder or of the Shares), and upon the Company and its successors and assigns, regardless of any change in the business structure of the Company, be it through spinoff, merger, sale of stock, sale of assets or any other transaction.

12. Notices. Any notice to the Company contemplated by this Award Certificate shall be addressed to it in case of its President; and any notice to the Participant shall be addressed to him or her at the address on file with the Company on the date hereof or at such other address as he or she may hereafter designate in writing.

13. Entire Agreement. This Award Certificate, together with the Plan, constitutes the entire understanding between the Company and the Participant with regard to the subject matter of this Award Certificate. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter of this Award Certificate.

14. Waiver. The waiver of any breach of any duty, term or condition of this Award Certificate shall not be deemed to constitute a waiver of any preceding or succeeding breach of the same or of any other duty, term or condition of this Award Certificate.

15. Interpretation. The interpretation, construction, performance and enforcement of the terms and conditions of this Award Certificate and the Plan shall lie within the sole discretion of the Plan Administrator, and the Plan Administrator’s determinations shall be conclusive and binding on all interested persons.

16. Choice of Law; Arbitration. This Award Certificate shall be governed by, and construed in accordance with, the laws of the State of California (disregarding any choice-of-law provisions). Any dispute or disagreement regarding the Participant’s rights under this Award Certificate shall be settled solely by binding arbitration in accordance with applicable rules of the American Arbitration Association.

SEMTECH CORPORATION,
a Delaware corporation
By:
	[an authorized officer]
	June 2007

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EX-10.4

Exhibit 10.4

[Semtech logo]

FORM OF

LONG-TERM STOCK INCENTIVE PLAN

PERFORMANCE UNIT AWARD CERTIFICATE

THIS AWARD is made this [Date] (the “Award Date”) by Semtech Corporation, a Delaware corporation (the “Company”), to [Name] (the “Participant”).

R E C I T A L S

A. The Company has established the Company’s Long-Term Stock Incentive Plan (the Plan”) in order to provide employees and directors of the Company with an opportunity to acquire shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).

B. The Plan Administrator has determined that it would be in the best interests of the Company and its stockholders to grant the performance unit award (the “Award”) described in this Award Certificate to the Participant as compensation, as an inducement to remain in the service of the Company, and as an incentive for increasing efforts during such service.

NOW, THEREFORE, this Award is made on the following terms and conditions:

1. Definitions and Incorporation. The terms used in this Award Certificate shall have the meanings given to such terms in the Plan. The Plan is hereby incorporated in and made a part of this Award Certificate as if fully set forth herein.

2. Award of Performance Units. Pursuant to the Plan, the Company hereby awards to the Participant as of the date hereof an Award with respect to [Number] performance units (subject to adjustment in accordance with Section 3(d) of the Plan) (the “Performance Units”), which Performance Units are restricted and subject to forfeiture on the terms and conditions hereinafter set forth. As used herein, the term “performance unit” shall mean a non-voting unit of measurement which is deemed solely for purposes of calculating the amount of payment under the Plan and this Award Certificate to be equivalent to one outstanding share of the Company’s Common Stock (subject to adjustment in accordance with Section 3(d) of the Plan. The Performance Units shall be used solely as a device for the determination of the payment to eventually be paid to the Participant if such Performance Units vest pursuant to Sections 4 or 7 hereof. The Performance Units shall not be treated as property or as a trust fund of any kind.

3. Limitations on Rights as a Shareholder/Dividends and Voting. The Participant shall have no rights as a shareholder of the Company, no dividend rights and no voting rights, with respect to the Performance Units and any shares of Common Stock underlying such Performance Units.

4. Vesting. Subject to Sections 6 and 7 below, the Award shall vest and become nonforfeitable based on the Company’s achievement of the performance goals set forth on Exhibit A attached hereto for the Performance Period (as defined below). The number of Performance Units that vest and become payable under the Award shall be determined based on

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the level of results or achievement of the targets set forth on Exhibit A. Subject to Section 7, any Performance Units subject to the Award that do not vest in accordance with Exhibit A shall terminate as of the last day of the Performance Period. Except as otherwise expressly provided herein, the Participant has no right to pro-rated vesting with respect to the Award if his or her services terminates before any applicable vesting date with respect to the Award (regardless of the portion of the vesting period the Participant was actually in the service of the Company and/or any of its subsidiaries). For purposes of this Award Certificate, the “Performance Period” shall mean the period of [number] years covering [identify fiscal period(s)].

5. Timing and Manner of Payment of Performance Units. Subject to Sections 6, 7 and 8 below, upon or as soon as practicable after the last day of the Performance Period, but in all events by the 15^th day of the third calendar month following the calendar month in which the last day of the Performance Period occurs, the Company shall (i) deliver to the Participant a number of shares of Common Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Plan Administrator in its discretion) equal to one-half (1/2) of the number of Performance Units subject to the Award that had vested as of the last day of the Performance Period, and (ii) make a cash payment to the Participant with respect to the remaining one-half (1/2) of the number of Performance Units that had vested as of the last day of the Performance Period in an amount equal to (i) the per-share closing price of a share of Common Stock on the last day of the Performance Period, multiplied by (ii) one-half (1/2) of the number of Performance Units that had vested as of the last day of the Performance Period. The Company’s obligation to deliver shares of Common Stock or otherwise make payment with respect to vested Performance Units is subject to the condition precedent that the Participant or other person entitled under the Plan to receive any shares or any such payment with respect to the vested Performance Units deliver to the Company any representations or other documents or assurances required pursuant to Section 5(b) of the Plan. The Company may, in its sole discretion, either ignore fractional share interests or settle them in cash.

6. Effect of Termination of Employment or Services. If the Participant ceases to be employed by or ceases to provide services to the Company or any of its subsidiaries, the following rules shall apply (the last day that the Participant is employed by or provides services to the Company or any of its subsidiaries is referred to as the Participant’s “Separation Date”):

(a) other than as expressly provided below in this Section 6, the Participant’s Performance Units, to the extent unvested on the Separation Date, shall terminate on the Separation Date; and

(b) if the termination of the Participant’s employment or services is as a result of the Participant’s death or “Disability” (as defined below), (a) the Participant’s Performance Units, to the extent not previously terminated as of the Separation Date, shall continue to be eligible to vest following the Separation Date in accordance with Exhibit A; (b) the Participant’s Performance Units shall be subject to pro-rata vesting such that the number of Performance Units subject to the Award that shall become vested as of the last day of the Performance Period shall equal (i) the number of Performance Units subject to the Award that would have become vested as of the last day of the Performance Period in accordance

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with Exhibit A (assuming no termination of employment had occurred), multiplied by (ii) a fraction, the numerator of which shall be the number of whole months during the Performance Period the Participant was employed by or rendered services to the Company or one of its subsidiaries, and the denominator of which shall be [number of months in Performance Period], and (c) any Performance Units subject to the Award that do not vest in accordance with the foregoing clause (b) shall terminate as of the last day of the Performance Period.

If any unvested Performance Units are terminated hereunder, such Performance Units shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Company and without any other action by the Participant, or the Participant’s beneficiary or personal representative, as the case may be.

For purposes of this Award Certificate, “Disability” means a “total and permanent disability” within the meaning of Section 22(e)(3) of the Code or as otherwise determined by the Plan Administrator.

7. Effect of Change in Control. In the event of the occurrence, at any time after the Award Date and prior to the end of the Performance Period, of an event described in Sections 3(d)(i) or (ii) of the Plan (which generally covers certain mergers or similar reorganizations) that the Company does not survive (or does not survive as a public company in respect of its Common Stock) or a Change in Control (as defined below) (an “Acceleration Event”), then, unless the Plan Administrator has made a provision for the substitution, assumption, exchange or other continuation or settlement of the Award or the Award would otherwise continue in accordance with its terms in the circumstances, the Performance Period shall terminate immediately prior to such Acceleration Event, and the number of Performance Units subject to the Award that shall vest upon such Acceleration Event shall be determined in accordance with Exhibit A based on the Company’s actual performance for the shortened Performance Period and after pro-rating the performance goals set forth on Exhibit A to reflect the shortened Performance Period. Any Performance Units subject to the Award that do not vest after giving effect to the preceding sentence shall terminate as of the occurrence of such Acceleration Event. For purposes hereof, a “Change in Control” shall mean (i) a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation do not hold, immediately after such merger or consolidation, more than 50% of the combined voting power of the surviving or acquiring entity (or parent corporation thereof), or (ii) the sale of substantially all of the assets of the Company or assets representing over 50% of the operating revenues of the Company, or (iii) any person shall become the beneficial owner of over 50% of the Company’s outstanding Common Stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally, or become a controlling person as defined in Rule 405 promulgated under the Securities Act.

8. Section 409A. Notwithstanding anything to the contrary herein or in the Plan, if the Participant is a “specified employee” within the meaning of Section 409A, and, as a result of that status, any portion of the payments hereunder would otherwise be subject to taxation pursuant to Section 409A of the Code, the Participant shall not be entitled to any payments upon a separation from service until the earlier of (i) the date which is six (6) months after his or her separation from service for any reason other than death, or (ii) the date of the Participant’s death; provided that the first such payment thereafter shall include all amounts that would have been paid earlier but for such six (6) month delay.

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9. Non-transferability of Award. This Award is personal and, prior to the time they have become vested pursuant to Sections 4 or 7 hereof, neither the Performance Units nor any rights hereunder may be transferred, assigned, pledged or hypothecated by the Participant in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution, nor shall any such rights be subject to execution, attachment or similar process. Except as otherwise provided herein, any attempted alienation, assignment, pledge, hypothecation, attachment, execution or similar process, whether voluntary or involuntary, with respect to all or any part of the Participant’s unvested rights under this Award, shall be null and void.

10. No Right to Continued Employment or Service. The vesting schedule requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Award and the rights and benefits under the Award. Partial employment or service, even if substantial, during any vesting period will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of services as provided in Section 6 above. Nothing contained in the Plan or the Award constitutes a continued employment or service commitment by the Company, confers upon the Participant any right to remain in the employ of or service to the Company, interferes with the right of the Company at any time to terminate such employment or services, or affects the right of the Company to increase or decrease the Participant’s other compensation. By accepting this Award, the Participant acknowledges and agrees that (a) any person who is terminated before full vesting of an award, such as the one granted to the Participant by this Award Certificate, could attempt to argue that he or she was terminated to preclude vesting; (b) the Participant promises never to make such a claim; (c) except as otherwise expressly provided herein, in any event, the Participant has no right to pro-rated vesting with respect to the Award if his or her services terminates before any applicable vesting date with respect to the Award (regardless of the portion of the vesting period the Participant was actually in the service of the Company and/or any of its subsidiaries).

11. Tax Consequences.

(a) Tax Consultation. The Participant understands that he or she may suffer adverse tax consequences as a result of his or her acceptance of the Award. The Participant represents that he or she has consulted with any tax consultants he or she deems advisable in connection with the acceptance of the Award and that he or she is not relying on the Company for any tax advice. By accepting this Award, the Participant acknowledges that he or she shall be solely responsible for the satisfaction of any taxes that may arise (including taxes arising under Section 409A of the Code), and that the Company shall not have any obligation whatsoever to pay such taxes.

(b) Withholding. Upon or in connection with any payment in respect of the Award, the Company shall first deduct from any cash portion of such payment the full amount of any taxes which the Company may be required to withhold with respect to such payment, and to the extent the aggregate cash portion of such payment is in sufficient to satisfy the Company’s applicable withholding obligations, the Company shall then automatically reduce the number of

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any shares of Common Stock to be delivered in payment by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value (as determined under the Plan), to satisfy any remaining withholding obligations of the Company with respect to such payment, at the minimum applicable withholding rates. In the event that the Company cannot legally satisfy such withholding obligations by reduction of shares, or in the event that the withholding procedure described in the preceding sentence is insufficient to satisfy the Company’s applicable withholding obligations with respect to any payment under the Award, the Company shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local law to be withheld with respect to such payment. The Participant agrees to take any further actions and execute any additional documents as may be necessary to effectuate the provisions of this Section 11.

12. Adjustments Upon Specified Events. Upon the occurrence of certain events relating to the Company’s stock contemplated by Section 3(d) of the Plan, the Plan Administrator shall make adjustments in accordance with such section in the number of Performance Units then outstanding and the number and kind of securities that may be issued in respect of the Award. Furthermore, the Administrator shall adjust the performance measures and performance goals referenced in Exhibit A hereof to the extent (if any) it determines that the adjustment is necessary or advisable to preserve the intended incentives and benefits to reflect (1) any material change in corporate capitalization, any material corporate transaction (such as a reorganization, combination, separation, merger, acquisition, or any combination of the foregoing), or any complete or partial liquidation of the Company, (2) any change in accounting policies or practices, (3) the effects of any special charges to the Company’s earnings or (4) any other similar special circumstances.

13. Severability. In the event that any provision or portion of this Award Certificate shall be determined to be invalid or unenforceable for any reason, in whole or in part, in any jurisdiction, the remaining provisions of this Award Certificate shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law in such jurisdiction, and such invalidity or unenforceability shall have no effect in any other jurisdiction.

14. Binding Effect. This Award Certificate shall extend to, be binding upon and inure to the benefit of the Participant and the Participant’s legal representatives, heirs, successors and assigns (subject, however, to the limitations set forth in Section 9 with respect to the transfer of this Award Certificate or any rights hereunder or of the Performance Units), and upon the Company and its successors and assigns, regardless of any change in the business structure of the Company, be it through spinoff, merger, sale of stock, sale of assets or any other transaction.

15. Notices. Any notice to the Company contemplated by this Award Certificate shall be addressed to it in case of its President; and any notice to the Participant shall be addressed to him or her at the address on file with the Company on the date hereof or at such other address as he or she may hereafter designate in writing.

16. Entire Agreement. This Award Certificate, together with the Plan, constitutes the entire understanding between the Company and the Participant with regard to the subject matter of this Award Certificate. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter of this Award Certificate.

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17. Waiver. The waiver of any breach of any duty, term or condition of this Award Certificate shall not be deemed to constitute a waiver of any preceding or succeeding breach of the same or of any other duty, term or condition of this Award Certificate.

18. Interpretation. The interpretation, construction, performance and enforcement of the terms and conditions of this Award Certificate and the Plan shall lie within the sole discretion of the Plan Administrator, and the Plan Administrator’s determinations shall be conclusive and binding on all interested persons.

19. Choice of Law; Arbitration. This Award Certificate shall be governed by, and construed in accordance with, the laws of the State of California (disregarding any choice-of-law provisions). Any dispute or disagreement regarding the Participant’s rights under this Award Certificate shall be settled solely by binding arbitration in accordance with applicable rules of the American Arbitration Association.

20. Construction. It is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to Section 409A of the Code. This Award Certificate shall be construed and interpreted consistent with that intent.

SEMTECH CORPORATION, a Delaware corporation
By:
	[an authorized officer]
	June 2007

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EXHIBIT A

PERFORMANCE GOALS

[Date of Award]

Subject to Sections 6 and 7, the Award shall vest and become nonforfeitable with respect to the percentage of the total number of Performance Units subject to the Award (subject to adjustment under Section 3(d) of the Plan) set forth in the chart below based on [items to be measured] for the Performance Period.

If [any of the items to be measured] is between two of the performance levels indicated below, the percentage of the Performance Units that will vest will be determined based on lineal interpolation between the two performance levels. Any Performance Units that do not vest based on the performance requirements set forth in this Exhibit A will automatically terminate as of the last day of the Performance Period.

[INSERT CHART]

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EX-10.5

Exhibit 10.5

[Semtech logo]

FORM OF

LONG-TERM STOCK INCENTIVE PLAN

OPTION AWARD CERTIFICATE

(NON-EMPLOYEE DIRECTORS)

THIS AWARD is made this [Date] by Semtech Corporation, a Delaware Corporation (the “Company”), to [Legal Name] (the “Optionee”).

R E C I T A L S

A. The Company has established the Company’s Long-Term Stock Incentive Plan (the “Plan”) in order to provide members of the Board of Directors (The “Board”) of the Company with an opportunity to acquire shares of the Company’s common stock (“Stock”).

B. The Plan Administrator has determined that it would be in the best interests of the Company and its stockholders to grant the option described in this Award Certificate to the Optionee as an inducement to remain in the service of the Company, and as an incentive for promoting efforts during such service.

NOW, THEREFORE, this Award is made on the following terms and conditions:

1. Definitions and Incorporation. The terms used in this Award Certificate shall have the meanings given to such terms in the Plan. The Plan is hereby incorporated in and made a part of this Award Certificate as if fully set forth herein.

2. Grant of Option. Pursuant to the Plan, the Company hereby grants to the Optionee as of the date hereof the option to purchase all or any part of an aggregate of [Amount] shares of Stock (the “Option”), subject to adjustment in accordance with Section 3(d) of the Plan. The Option is not intended to qualify as an incentive stock option under the Internal Revenue Code of 1986, as amended.

3. Option Price. The price to be paid for Stock upon exercise of the Option or any part thereof shall be [Market Price] per share (the “Exercise Price”), which equals the last trading price (in regular trading) of a share of Stock on the Nasdaq stock market on the date of grant of the Award or if the Stock is not traded on such date, the closing market price on the next succeeding business day (next day on which such Stock is traded).

4. Right to Exercise. Subject to the conditions set forth in this Award Certificate and the Plan, the right to exercise the Option shall accrue as follows, with no portion of the right to exercise accruing on any other date (e.g. no pro-ration) except as specifically set forth in this Award Certificate or the Plan.

[Vesting is generally in equal annual installments over three or four years, beginning on the first anniversary of the grant date.]

5. Early Termination of Service. Notwithstanding any other provision of this Award Certificate, including Section 8, Section 9, or Section 10 hereof, no portion of the Option may be exercised for six months after the date of the award.

6. Securities Law Requirements. No part of the Option shall be exercised if counsel to the Company determines that any applicable registration requirement under the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable requirement of Federal or State law has not been met.

7. Term of Option. The Option shall terminate in any event on the earliest of (a) the [day before 6 year anniversary of grant] at 11:59 PM, (b) the expiration of the period described in Section 8 below, or (c) the expiration of the period described in Section 9 below.

8. Exercise Following Cessation of Service. If the Optionee’s service with the Company terminates for any reason, or no reason, whether voluntarily or involuntarily, with or without cause, other than death, disability or board retirement (as defined below), any portion of the Option granted hereunder held by such person which is not then exercisable shall terminate and any portion of the Option which is then exercisable may be exercised within ninety (90) consecutive days after the date of such cessation or until the expiration of the stated term of the Option, whichever period is shorter.

9. Exercise Following Death, Disability or Board Retirement. If the Optionee’s service with the Company ceases by reason of the Optionee’s death, disability or board retirement (as defined below), the right to exercise the Option shall immediately accrue in full and the Option shall, subject to Section 5 above, be exercisable for three (3) years after the date of cessation or until the expiration of the stated term of the Option, whichever period is shorter.

For purposes hereof, “board retirement” means termination of an Optionee’s services as a member of the Board (a) after ten (10) years of service as a Director or, (b) after five (5) years of service as a Director if the Director is sixty-five (65) years of age at the time of termination.

If the Optionee dies or suffers a disability within the three-year period following board retirement, the Option shall remain fully exercisable for three (3) years after the death or disability or until the expiration of the stated term of the Option, whichever period is shorter. In case of death, the exercise may be made by the Optionee’s designated beneficiary or, if no such beneficiary has been designated, by the Optionee’s estate or by the person or persons who acquire the right to exercise it by bequest or inheritance provided that such person consents in writing to abide by and be subject to the terms of the Plan and this Award Certificate and such writing is delivered to the President or Chairman of the Company.

10. Exercise Following Change of Control. Notwithstanding any other provision to the contrary contained herein, subject to the provisions of Section 3(d) of the Plan, in the event of a Change in Control (as defined below), any outstanding Options shall automatically become fully vested and exercisable as of the date of the Change in Control, whether or not then exercisable, without any further action on the part of the Board, the stockholders or any committee established by the Board to administer the Plan. For purposes hereof, a “Change in Control” shall mean (i) a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation do not hold, immediately after such merger or consolidation, more than 50% of the combined voting power of the surviving or acquiring entity

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(or parent corporation thereof), or (ii) the sale of substantially all of the assets of the Company or assets representing over 50% of the operating revenues of the Company, or (iii) any person shall become the beneficial owner of over 50% of the Company’s outstanding Stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally, or become a controlling person as defined in Rule 405 promulgated under the Securities Act.

11. Nontransferability. The Option shall be exercisable during the Optionee’s lifetime only by the Optionee and shall be nontransferable, except that the Optionee may transfer all or any part of the Option by will or by the laws of descent and distribution or by transfer not for value to a family trust established by the Director for the benefit of his or her family members, provided that the Director is a trustee of such trust and such trust remains revocable by the Director for his or her life. Except as otherwise provided herein, any attempted alienation, assignment, pledge, hypothecation, attachment, execution or similar process, whether voluntary or involuntary, with respect to all or any part of the Option or any right thereunder, shall be null and void and, at the Company’s option, shall cause all of the Optionee’s rights under this Award Certificate to terminate.

12. Effect of Exercise. Upon exercise of all or any part of the Option, the number of shares of Stock subject to option under this Award Certificate shall be reduced by the number of shares with respect to which such exercise is made.

13. Exercise of Option. The Option may be exercised by delivering to the Company (a) a written notice of exercise in substantially the form prescribed from time to time by the Plan Administrator and (b) full payment of the Exercise Price of each share of Stock purchased under the Option. Such notice shall specify the number of shares of Stock with respect to which the Option is exercised and shall be signed by the person exercising the Option. If the Option is exercised by a person other than the Optionee, such notice shall be accompanied by proof, satisfactory to the Company, of such person’s right to exercise the Option. The purchase price shall be payable (a) in U.S. dollars in cash (by check), (b) by delivery of shares of stock registered in the name of the Optionee having a fair market value at the time of exercise equal to the amount of the purchase price, (c) any combination of the payment of cash and the delivery of stock, or (d) as otherwise approved by the Plan Administrator in its sole and absolute discretion.

14. Withholding Taxes. The Company may require the Optionee to deliver payment of any withholding taxes (in addition to the purchase price) with respect to the difference between the purchase price and the fair market value of the Stock acquired upon exercise.

15. Issuance of Shares. Subject to the foregoing conditions, the Company, as soon as reasonably practicable after receipt of a proper notice of exercise and without transfer or issue tax or other incidental expense to the person exercising the Option, shall deliver to such person at the principal office of the Company, or such other location as may be acceptable to the Company and such person, one or more certificates for the shares of Stock with respect to which the Option is exercised. Such shares shall be fully paid and nonassessable and shall be issued in the name of such person. However, at the request of the Optionee, such shares may be issued in the names of the Optionee and his or her spouse as (a) joint tenants with right of survivorship, (b) community property, or (c) tenants in common without right of survivorship.

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16. Rights as a Stockholder. Neither the Optionee nor any other person entitled to exercise the Option shall have any rights as a stockholder of the Company with respect to the stock subject to the Option until a certificate for such shares has been issued to him or her upon exercise of the Option.

17. Notices. Any notice to the Company contemplated by this Award Certificate shall be addressed to it in care of its President; and any notice to the Optionee shall be addressed to him or her at the address on file with the Company on the date hereof or at such other address as he or she may hereafter designate in writing.

18. Interpretation. The interpretation, construction, performance and enforcement of this Award Certificate and of the Plan shall lie within the sole discretion of the Plan Administrator, and the Plan Administrator’s determinations shall be conclusive and binding on all interested persons.

19. Choice of Law. This Award Certificate shall be governed by and construed in accordance with the internal substantive laws (not the law of choice of laws) of the State of California.

SEMTECH CORPORATION, a Delaware corporation
By
	[an authorized officer]
	Form: Dec 2002
	[rev 2006—6 year term]
	[rev Jun 2007—unilateral]

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