TriQuint Semiconductor (TQNT)

Stock Options

The exercise price of options granted under the 1996 Program must equal or exceed the fair market value of the common stock on the date of grant (110% of the fair market value in the case of incentive stock options granted to employees who hold 10% or more of the voting power of our common stock or of our parent or subsidiary companies). As defined in the 1996 Program, “fair market value” generally means the last reported sales price of the common stock on the NASDAQ Global Market on the date of grant.

Subject to earlier termination of the option as a result of termination of service, death or disability, each option granted under the 1996 Program expires on the date specified by the Committee, but in no event more than (i) 10 years from the date of grant in the case of nonstatutory stock options, (ii) 10 years from the date of grant in the case of incentive stock options generally and (iii) five years from the date of grant in the case of incentive stock options granted to employees who hold 10% or more of the voting power of our common stock or any of our parent or subsidiary companies. Generally, the Committee grants options to new employees that vest over a four year period.

The Committee may determine the consideration to be paid for the shares to be issued upon exercise of an option, including the method of payment, and may consist entirely of: (i) cash, (ii) check, (iii) delivery of a properly executed exercise notice together with such other documentation as the Committee and the broker, if applicable, shall require to effect an exercise of the option and delivery to us of the sale or loan proceeds required to pay the exercise price or (iv) any combination of such methods of payment.

The exercise price of options granted under the Plan must equal or exceed the fair market value of the common stock on the date of grant (110% of the fair market value in the case of incentive stock options granted to employees who hold 10% or more of the voting power of our common stock or of our parent or subsidiary companies). As defined in the Plan, “fair market value” generally means the last reported sales price of the common stock on the Nasdaq National Market System on the date of grant.

Subject to earlier termination of the option as a result of termination of service, death or disability, each option granted under the Plan expires on the date specified by the Committee, but in no event more than (i) ten years from the date of grant in the case of nonstatutory stock options, (ii) ten years from the date of grant in the case of incentive stock options generally and (iii) five years from the date of grant in the case of incentive stock options granted to employees who hold 10% or more of the voting power of our common stock or any of our parent or subsidiary companies. Generally, the Committee grants options to new employees that vest over a four year period.

The Committee may determine the consideration to be paid for the shares to be issued upon exercise of an option, including the method of payment, and may consist entirely of: (i) cash, (ii) check, (iii) delivery of a properly executed exercise notice together with such other documentation as the Committee and the broker, if applicable, shall require to effect an exercise of the option and delivery to us of the sale or loan proceeds required to pay the exercise price or (iv) any combination of such methods of payment.