SMTC Semtech Corp

Amendment and Restatement of Employment Offer Letter with Mr. Maheswaran

On November 20, 2019, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Semtech Corporation (the “Company”) approved an amended and restated version of the Company’s existing employment offer letter with Mohan Maheswaran, the Company’s President and Chief Executive Officer (the “Offer Letter”).

As amended, the Offer Letter provides for a five-year term commencing November 20, 2019, which will automatically be extended for additional one-year periods thereafter unless either party gives written notice at least 90 days in advance that the term will not be extended. Under the Offer Letter, Mr. Maheswaran will continue to serve as the Company’s Chief Executive Officer and President, will be nominated for re-election to the Board in connection with any expiration of his term in office as a member of the Board (unless such nomination is prohibited by law or an applicable listing standard), will receive an annual base salary of $620,000 (subject to annual review by the Compensation Committee, but the Compensation Committee may not decrease such annual base salary rate), will receive Company equity awards in the discretion of the Compensation Committee, and will participate in the Company’s Chief Executive Officer Bonus Plan with an annual target bonus of not less than 125% of his base salary. Mr. Maheswaran is also entitled to participate in the Company’s benefit plans made generally available to the Company’s salaried employees and to participate in the Semtech Executive Compensation Plan (the Company’s nonqualified deferred compensation plan), with the Company matching the first 10% of his contributions to that plan.

In the event Mr. Maheswaran’s employment with the Company is terminated during the term of the Offer Letter by the Company for reasons other than his death, Disability or Cause (as defined in the Offer Letter), or by Mr. Maheswaran for Good Reason (as defined in the Offer Letter), Mr. Maheswaran will be entitled to receive the following severance benefits:

In the event Mr. Maheswaran’s employment by the Company is terminated under the circumstances described above and such termination of employment occurs during a Change in Control Window (as defined below), Mr. Maheswaran will be entitled to receive the following severance benefits (instead of the benefits described above):

As defined in the Offer Letter, a “Change in Control Window” is the period (i) beginning on the earlier of (a) 90 days prior to a Change in Control or (b) the execution of a definitive agreement to effect a transaction that, if consummated in accordance with the proposed terms, would constitute a Change in Control (provided that the transaction with the party to the definitive agreement is actually consummated within one year following the execution of such definitive agreement and such transaction actually constitutes a Change in Control), and (ii) ending on the second anniversary of such Change in Control. If a Change in Control occurs, the term of the Offer Letter then in effect will not terminate earlier than the second anniversary of the Change in Control.

Mr. Maheswaran’s right to receive the severance benefits described above is contingent on him providing a general release of claims in favor of the Company and complying with certain restrictive covenants in favor of the Company.

The Offer Letter does not include a tax “gross-up” provision. Instead, if any payment or benefit received by Mr. Maheswaran in connection with a change in control of the Company would have been subject to an excise tax imposed on “excess parachute payments” under Sections 280G and 4999 of the U.S. Internal Revenue Code (the “Excise Tax”), such payments and benefits will either be reduced (but not below zero) as necessary to prevent Mr. Maheswaran from incurring any such Excise Tax or be paid in full (with Mr. Maheswaran paying any Excise Tax due), whichever places Mr. Maheswaran in the best after-tax position (taking into account federal, state and local income taxes and the Excise Tax).

The Offer Letter provides that, upon the occurrence of a Change in Control and unless otherwise expressly provided in an applicable award agreement, as to any then outstanding and unvested Company equity awards that are subject to performance-based vesting conditions, the number of shares or units subject to the award will be adjusted to equal the “target” number of shares or units subject to the award, and such adjusted equity award will remain subject to any time-based vesting requirements under the original terms of the award (and will be subject to any accelerated vesting with respect to time-based vesting equity awards as described above).

The foregoing summary of the Offer Letter is qualified in its entirety by the text of the Offer Letter, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.