Executive Compensation
Equity Compensation Plans
The discussion that follows describes the material terms of our principal equity compensation plans in which the Named Executive Officers participate. The material terms
of the employment agreement entered into by RFMD and Mr. Bruggeworth and assumed by Qorvo in connection with the Business Combination and the offer letter agreement entered into by TriQuint and Mr. Klein and assumed by Qorvo in connection
with the Business Combination, and the change in control arrangements applicable to our Named Executive Officers are described under Potential Payments Upon Termination or Change-in-Control below.
2012 Stock Incentive Plan Qorvo, Inc.
The
Company currently grants equity awards to eligible employees, directors and independent contractors under the 2012 Stock Incentive Plan (the 2012 Plan), which was approved by RFMDs shareholders on August 16, 2012 and assumed
by the Company in connection with the Business Combination. Under the 2012 Plan, the Company is permitted to grant stock options and other types of equity incentive awards, such as stock appreciation rights, restricted stock awards, performance
shares and performance units. The maximum number of shares issuable under the 2012 Plan may not exceed the sum of (a) 4.3 million shares, plus (b) any shares of common stock (i) remaining available for issuance as of the effective
date of the 2012 Plan under the Companys prior plans and (ii) subject to an award granted under a prior plan, which awards are forfeited, canceled, terminated, expire or lapse for any reason. As of March 28, 2020, approximately
2.9 million shares were available for issuance under the 2012 Plan.
2009 and 2012 Incentive Plans TriQuint Semiconductor, Inc.
Effective upon the closing of the Business Combination, the Company assumed the TriQuint Semiconductor, Inc. 2009 Incentive Plan and the TriQuint
Semiconductor, Inc. 2012 Incentive Plan (together, the TriQuint Incentive Plans), originally adopted by TriQuint. The TriQuint Incentive Plans provided for the grant of stock options, restricted stock units, stock appreciation rights and
other stock or cash awards to employees, officers, directors, consultants, agents, advisors and independent contractors of TriQuint and its subsidiaries and affiliates. The options granted thereunder were required to have an exercise price per share
no less than 100% of the fair market value per share on the date of grant. The terms of each grant under the TriQuint Incentive Plans could not exceed ten years. No further awards can be granted under these plans.
2013 Incentive Plan Qorvo, Inc.
Effective
upon the closing of the Business Combination, the Company assumed the TriQuint Semiconductor, Inc. 2013 Incentive Plan (the 2013 Incentive Plan), originally adopted by TriQuint, allowing Qorvo to issue awards under this plan. The 2013
Incentive Plan replaces the TriQuint 2012 Incentive Plan and provides for the grant of stock options, restricted stock units, stock appreciation rights and other stock or cash awards to employees, officers, directors, consultants, agents, advisors
and independent contractors of TriQuint and its subsidiaries and affiliates who were such prior to the Business Combination or who become employed by the Company or its affiliates after the closing of the Business Combination. Former employees,
officers and directors of RFMD are not eligible for awards under the 2013 Incentive Plan. The options granted thereunder must have an exercise price per share no less than 100% of the fair market value per share on the date of grant. The terms of
each grant under the 2013 Incentive Plan may not exceed ten years. As of March 28, 2020, approximately 1.3 million shares were available for issuance under the 2013 Incentive Plan.
Employee Stock Purchase Plan Qorvo, Inc.
Effective upon closing of the Business Combination, the Company assumed the TriQuint Employee Stock Purchase Plan (ESPP), which is intended to qualify as an
employee stock purchase plan under Section 423 of the Code. All regular full-time employees of the Company (including officers) and all other employees who meet the eligibility requirements of the plan may participate in the ESPP.
The ESPP provides eligible employees an opportunity to acquire the Companys common stock at 85% of the lower of the closing price per share of the Companys common stock on the first or last day of each six-month purchase period. As of
March 28, 2020, approximately 3.7 million shares were available for future issuance under this plan. The Company makes no cash contributions to the ESPP, but bears the expenses of its administration.
For a discussion of the May 2020 grants of performance-based RSU awards, which are capable of being earned based on objective performance goals, see Compensation
Discussion and Analysis Elements of Compensation Performance-Based Restricted Stock Unit Awards. For a discussion of the methodology with respect to the grants of service-based RSU awards, see Compensation Discussion and
Analysis Elements of Compensation Service-Based Restricted Stock Unit Awards. For a discussion of our Named Executive Officers equity award compensation in proportion to their total compensation, see Compensation
Discussion and Analysis Executive Compensation Program Fiscal 2020 Executive Compensation Program Design.
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2020 Proxy Statement