2009 LONG-TERM EQUITY INDUCEMENT PLAN
PERFORMANCE-BASED STOCK UNIT AWARD CERTIFICATE
THIS AWARD is made this [Date] (the “Award Date” ) by Semtech Corporation, a Delaware corporation (the “Corporation” ),
to [Name] (the “Participant” ).
R E C I T A L S
A. The Corporation has established the Corporation’s 2009 Long-Term Equity Inducement Plan (the “Plan” ) in order to
provide eligible persons of the Corporation with an opportunity to acquire shares of the Corporation’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 Corporation and its stockholders to grant
the restricted stock unit award (the “Award” ) described in this Award Certificate to the Participant as compensation, as an
inducement to join and remain in the service of the Corporation, 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 . Capitalized terms used in this Award Certificate and not otherwise defined herein 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 Stock Units . Pursuant to the Plan, the Corporation hereby awards to the Participant as of the date hereof an Award
with respect to [ ] restricted stock units (subject to adjustment in accordance with Section 8 of the Plan) (the “Stock
Units” ), which Stock Units are restricted and subject to forfeiture on the terms and conditions hereinafter set forth. As used
herein, the term “Stock 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 Common
Stock (subject to adjustment in accordance with Section 8 of the Plan). The Stock Un