Exhibit 10.1

SEMTECH CORPORATION

CHIEF EXECUTIVE OFFICER BONUS PLAN

ARTICLE I

PURPOSE OF THE PLAN

This Plan is established to provide a further incentive to the Chief Executive Officer (the “CEO”) of Semtech Corporation (the “Company”) to promote the success of the Company 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:

ARTICLE II

DEFINITIONS

ARTICLE III

ELIGIBILITY FOR PARTICIPATION

The Company’s Chief Executive Officer is the only person eligible to participate in this Plan.

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ARTICLE IV

INCENTIVE COMPENSATION PAYMENTS

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ARTICLE V

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.

ARTICLE VI

AMENDMENT OR TERMINATION OF PLAN

The Board or the Committee shall have the unilateral right to terminate or amend this Plan at any time.

ARTICLE VII

EFFECTIVE DATE

This Plan shall be effective beginning with the Company’s 2009 fiscal year.

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EXHIBIT A

CALCULATION OF CASH BONUS INCENTIVE PROGRAM PAYMENTS

The Target Level shall be set by the Committee at its first regularly scheduled quarterly meeting for the Fiscal Year, subject to change during the Plan Year at the Committee’s discretion. The CEO’s Target Level for a Plan Year is set forth in the Target Level Appendix established by the Committee for that Plan Year.

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 Operating Income Performance Factor level to be used pursuant to the table set forth in the Operating Income Appendix established for that Plan Year. Pro rata adjustments will be made for whole percentage increments between the levels stated in the table.

The Revenue Performance Factor for the Plan Year shall be calculated as follows:

Revenue Performance Factor = 100% X (Net Revenue – Prior FY Net Revenue) / (ABP Net Revenue – Prior FY Net Revenue)

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For purposes of the above equation, the following definitions apply:

“Net Revenue” means the Company’s Net Revenue for the applicable Plan Year, as determined by the Committee;

“Prior FY Net Revenue” means the Company’s Net Revenue for the fiscal year prior to the applicable Plan Year, as determined by the Committee; and

“ABP Net Revenue” means the Company’s projected Net Revenue for the applicable Plan Year as set forth in the Approved Business Plan for the applicable Plan Year.

In no event shall the Revenue Performance Factor be less than 0%, and the Revenue Performance Factor shall be subject to a maximum of 200%.

The Performance Relative to Peers Factor will be based on the Company’s Revenue Growth and Earnings Per Share Growth, each as determined by the Committee, relative to that of a pre-determined list of peer companies (the “Peer Group”), to be specified at the beginning of each Plan Year, and set forth in the Peer Group Appendix for the applicable Plan Year.

The Performance Relative to Peers Factor will be determined according to the table provided in the Peer Group Appendix.

After the end of each fiscal year, the CEO’s performance will be assessed by the Board (or the Committee to the extent the Board delegates such responsibility to the Committee), based on such factors as the Board (or Committee) may determine to be appropriate (which may include, without limitation, leadership and contribution to the Company). The performance assessment will be considered by the Committee in determining the Individual Performance Factor, which shall be subject to a scale of 0% to 200%.

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

For Fiscal Year 2009, the CEO’s Target Level is 125% of the CEO’s annual base salary.

The Peer Group for Fiscal Year 2009 shall be the following companies:

Analog Devices (ADI)

Linear Technology Corp. (LLTC)

Intersil Corp. (ISIL)

Maxim Integrated Products Inc. (MXIM)

Micrel Inc. (MCRL)

Microsemi Corp. (MSCC)

National Semiconductor Corp. (NSM)

Power Integrations Inc. (POWI)

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The Performance Relative to Peers Factor for Fiscal Year 2009 will be determined according to the following table:

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Exhibit 10.3

SEMTECH CORPORATION

2008 LONG-TERM EQUITY INCENTIVE PLAN

OPTION AWARD CERTIFICATE

(NON-EMPLOYEE DIRECTORS)

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

R E C I T A L S

A. The Corporation has established the Corporation’s 2008 Long-Term Equity Incentive Plan (the “ Plan ”) in order to provide members of the Board of Directors (the “ Board ”) of the Corporation with an opportunity to acquire shares of the Corporation’s common stock (“ Stock ”).

B. The Plan Administrator has determined that it would be in the best interests of the Corporation 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 Corporation, 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 . 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. Grant of Option . Pursuant to the Plan, the Corporation 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 7 of the Plan. The Option is not intended to qualify as an incentive stock option under Section 422 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 (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 (6) months after the date of the award.

6. Securities Law Requirements . No part of the Option shall be exercised if counsel to the Corporation 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 the 6 year anniversary of grant] at 11:59 PM, (b) the expiration of the period described in Section 8 below, (c) the expiration of the period described in Section 9 below, or (d) in connection with certain corporate events as provided in Section 7.2 of the Plan.

8. Exercise Following Cessation of Service . If the Optionee’s service with the Corporation 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 Corporation 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 Optionee 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 Corporation.

10. Exercise Following Change of Control . Notwithstanding any other provision to the contrary contained herein, subject to the provisions of Section 7 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 Corporation 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), (ii) the sale of substantially all of the assets of the Corporation or assets representing over 50% of the operating revenues of the Corporation, or (iii) any person shall become the beneficial owner of over 50% of the Corporation’s outstanding Stock or the combined voting power of the Corporation’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. Non-Transferability . 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 Optionee for the benefit of his or her family members, provided that the Optionee is a trustee of such trust and such trust remains revocable by the Optionee for his or her life. Except as otherwise provided herein or in the Plan, 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 Corporation’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 the 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 (a) by delivering to the Corporation a written notice of exercise in substantially the form prescribed from time to time by the Plan Administrator or completing such other notice procedure as the Plan Administrator from time to time may require, and (b) delivering to the Corporation the full payment of the Exercise Price of each share of Stock purchased under the Option. Any notice of exercise shall specify the number of shares of Stock with respect to which the Option is exercised and shall be signed (or otherwise authorized in accordance with the exercise procedures then in effect) 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 Corporation, 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. The Optionee acknowledges that the Plan Administrator may use a broker or other third party to facilitate its stock option recordkeeping and exercises and agrees to comply with any administrative rules and procedures regarding stock option exercises as may be in place from time to time. The Optionee acknowledges and agrees that the Corporation may require that any Common Stock purchased under the Option be deposited in a brokerage account (in the name of the Optionee) with a broker designated by the Corporation, and the Optionee agrees to take such reasonable steps as the Corporation may require to open and maintain such an account.

14. Withholding Taxes . The Corporation 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 Corporation, 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 Corporation, or such other location as may be acceptable to the Corporation 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 . Subject to Section 8.7 of the Plan, neither the Optionee nor any other person entitled to exercise the Option shall have any rights as a stockholder of the Corporation 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 in writing and 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 Corporation on the date hereof or at such other address as he or she may hereafter designate in writing.

18. Entire Agreement . This Award Certificate, together with the Plan, constitutes the entire understanding between the Corporation and the Optionee 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.

19. 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.

20. 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.

21. 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.

22. 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.

Exhibit 10.4

SEMTECH CORPORATION

2008 LONG-TERM EQUITY INCENTIVE PLAN

NON-EMPLOYEE DIRECTOR STOCK UNIT AWARD CERTIFICATE

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

R E C I T A L S

A. The Corporation has established the Corporation’s 2008 Long-Term Equity Incentive 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 stock unit award (the “ Award ”) described in this Award Certificate to the Director as compensation, as an inducement to 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 Director as of the date hereof an Award with respect to [              ] stock units (subject to adjustment in accordance with Section 7 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 7 of the Plan). The Stock Units shall be used solely as a device for the determination of the payment to eventually be paid to the Director if such Stock Units vest pursuant to Sections 4, 6 or 7 hereof. The Stock Units shall not be treated as property or as a trust fund of any kind. The Director acknowledges that the Plan Administrator may use a broker or other third party to facilitate its stock unit award recordkeeping and agrees to comply with any administrative rules and procedures regarding stock unit awards as may be in place from time to time. The Director acknowledges and agrees that the Corporation may require that any Common Stock received under the Award be deposited in a brokerage account (in the name of the Director) with a broker designated by the Corporation, and the Director agrees to take such reasonable steps as the Corporation may require to open and maintain such an account.

3. Rights as a Shareholder/Dividends and Voting .

(a) Limitations on Rights Associated with Units . The Director shall have no rights as a shareholder of the Corporation, no dividend rights (except as expressly provided in Section 3(b) below with respect to dividend equivalent rights) and no voting rights, with respect to the Stock Units and any shares of Common Stock underlying such Stock Units.

(b) Dividend Equivalent Rights Distributions . In the event that the Corporation pays an ordinary cash dividend on its Common Stock and the related dividend payment record date occurs at any time after the Award Date and before all of the Stock Units subject to the Award have either been paid pursuant to Section 5 or terminated pursuant to Section 6, the Corporation shall credit the Director as of such record date with an additional number of Stock Units equal to (i) the per-share cash dividend paid by the Corporation on its Common Stock with respect to such record date, multiplied by (ii) the total number of outstanding and unpaid Stock Units (including any dividend equivalents previously credited hereunder) (with such total number adjusted pursuant to Section 7 of the Plan and/or Section 12 hereof) subject to the Award as of such record date, divided by (iii) the fair market value of a share of Common Stock (as determined under the Plan) on such record date. Any Stock Units credited pursuant to the foregoing provisions of this Section 3(b) shall be subject to the same vesting, payment and other terms, conditions and restrictions as the original Stock Units to which they relate. No crediting of Stock Units shall be made pursuant to this Section 3(b) with respect to any Stock Units which, as of such record date, have either been paid pursuant to Section 5 or terminated pursuant to Section 6.

4. Vesting . Subject to Sections 6 and 7 below, the Award shall vest and become nonforfeitable with respect to one hundred percent (100%) of the total number of Stock Units (subject to adjustment under Section 7 of the Plan) on the first anniversary of the Award Date (the “ Vesting Date ”).

5. Timing and Manner of Payment of Stock Units . Subject to Sections 6, 7 and 8 below, upon or as soon as practicable after the Director’s Separation Date (as defined below), but in all events by the 15 ^th day of the third calendar month following the calendar month in which the Director’s Separation Date occurs, the Corporation shall make a cash payment to the Director with respect to the number of Stock Units subject to the Award that had vested (including any Stock Units that become vested in the circumstances pursuant to Sections 6 or 7) as of the Director’s Separation Date; provided, however, that in no event shall any payment be made to the Director hereunder until the Director has experienced a “separation from service” within the meaning of Section 409A of the Code (and the published guidance and regulations promulgated thereunder). For purposes hereof, the Director’s “ Separation Date ” shall be the last date that the Director (1) is employed by and/or (2) renders services to the Corporation or any of its Subsidiaries. The amount of the cash payment described in the first sentence of this Section 5 shall equal (i) the per-share closing price of a share of Common Stock on the Director’s Separation Date, multiplied by (ii) the total number of such vested Stock Units. The Corporation’s obligation to make payment with respect to vested Stock Units is subject to the condition precedent that the Director or other person entitled under the Plan to receive payment with respect to the vested Stock Units deliver to the Corporation any representations or other documents or assurances required pursuant to Section 5.4 of the Plan.

6. Effect of Termination of Service .

(a) Death or Disability . Notwithstanding anything to the contrary herein or in the Plan, in the event that the Director’s Separation Date occurs prior to the Vesting Date as a result of the death or Disability (as defined below) of the Director, the Director’s outstanding Stock Units (to the extent not then otherwise vested) shall be fully vested on the Director’s Separation Date. 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.

(b) Other Terminations of Service . Notwithstanding anything to the contrary herein or in the Plan, in the event that the Director’s Separation Date occurs prior to the Vesting Date as a result of any circumstances other than the Director’s death or Disability, then a number of Stock Units subject to the Award (to the extent not then otherwise vested) shall become vested on the Separation Date equal to (i) the total number of Stock Units subject to the Award, multiplied by (ii) a fraction (not greater than one), the numerator of which is the number of whole weeks between the Director’s Separation Date and the Award Date, and the denominator of which is fifty two (52). Any Units subject to the Award that are not vested on the Director’s Separation Date (after giving offset to any accelerated vesting required by this Section 6) shall terminate on such Separation Date, regardless of the reason for such Separation Date.

(c) Termination of Units . If any unvested Stock Units are terminated hereunder, such Stock Units shall automatically terminate and be cancelled as of the applicable Separation Date without payment of any consideration by the Corporation and without any other action by the Director, or the Director’s beneficiary or personal representative, as the case may be.

7. Effect of Change in Control . Notwithstanding any other provision to the contrary contained herein, subject to the provisions of Section 7 of the Plan, in the event of a Change in Control (as defined below), any outstanding Stock Units shall automatically become fully vested as of the date of the Change in Control without any further action on the part of the Board, the stockholders or the Plan Administrator. For purposes hereof, a “ Change in Control ” shall mean (i) a merger or consolidation in which the stockholders of the Corporation 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 Corporation or assets representing over 50% of the operating revenues of the Corporation, or (iii) any person shall become the beneficial owner of over 50% of the Corporation’s outstanding Common Stock or the combined voting power of the Corporation’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 Director 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 Director 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 Director’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.

9. Non-Transferability of Award . This Award is personal and, prior to the time they have become vested pursuant to Sections 4, 6 or 7 hereof or Section 7 of the Plan, neither the Stock Units nor any rights hereunder may be transferred, assigned, pledged or hypothecated by the Director in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution (or a 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), nor shall any such rights be subject to execution, attachment or similar process; provided, however that such restrictions shall not apply to transfers to the Corporation. 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 Director’s unvested rights under this Award, shall be null and void.

10. No Right to Continued Service . The vesting schedule requires continued 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. Nothing contained in the Plan or the Award constitutes a continued service commitment by the Corporation, confers upon the Director any right to remain in service to the Corporation, interferes with the right of the Corporation at any time to terminate such service, or affects the right of the Corporation to increase or decrease the Director’s other compensation.

11. Tax Consequences .

(a) Tax Consultation . The Director may suffer adverse tax consequences as a result of his or her acceptance of the Award. The Director is and will be solely responsible for the satisfaction of any taxes that may arise (including taxes arising under Section 409A of the Code); the Corporation shall not have any obligation whatsoever to pay such taxes. By accepting this Award, the Director acknowledges that he or she is not relying on the Corporation for any tax advice and will consult with his or her own individual tax advisors to the extent he or she deems advisable.

(b) Withholding . Upon or in connection with the distribution of cash in respect of the Stock Units, the Corporation shall deduct from such distribution the amount of any taxes which the Corporation may be required to withhold with respect to such distribution. The Director 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 Corporation’s stock contemplated by Section 7 of the Plan, the Plan Administrator shall make adjustments in accordance with such section in the number of Stock Units then outstanding and the number and kind of securities that may be issued in respect of the Award. No such adjustment shall be made with respect to any ordinary cash dividend for which dividend equivalents are credited pursuant to Section 3(b).

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 Director and the Director’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 Stock Units), and upon the Corporation and its successors and assigns, regardless of any change in the business structure of the Corporation, be it through spinoff, merger, sale of stock, sale of assets or any other transaction.

15. Notices . Any notice to the Corporation contemplated by this Award Certificate shall be in writing and addressed to it in care of its Chief Executive Officer; and any notice to the Director shall be addressed to him or her at the address on file with the Corporation 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 Corporation and the Director 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.

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 Director’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.

Exhibit 10.5

SEMTECH CORPORATION

2008 LONG-TERM EQUITY INCENTIVE PLAN

RESTRICTED STOCK 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 2008 Long-Term Equity Incentive 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 award described in this Award Certificate to the Participant as compensation, as an inducement to 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 Shares . Pursuant to the Plan, the Corporation hereby awards to the Participant as of the date hereof [              ] shares (the “ Shares ”) of the Corporation’s Common Stock (subject to adjustment in accordance with Section 7 of the Plan), which Shares are restricted and subject to forfeiture on the terms and conditions hereinafter set forth. The Participant acknowledges that the Plan Administrator may use a broker or other third party to facilitate its restricted stock award recordkeeping and agrees to comply with any administrative rules and procedures regarding restricted stock awards as may be in place from time to time. The Participant acknowledges and agrees that the Corporation may require that any Common Stock received under the Award be deposited in a brokerage account (in the name of the Participant) with a broker designated by the Corporation, and the Participant agrees to take such reasonable steps as the Corporation may require to open and maintain such an account.

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 in the Plan and except as otherwise provided in this Award Certificate and the Plan. 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 Corporation (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) below, the Shares awarded under this Award Certificate shall vest as follows:

[Insert vesting schedule]

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 Corporation and/or any of its Subsidiaries).

(b) Termination Following Change in Control . Notwithstanding any other provision to the contrary contained herein and subject to the provisions of Section 7 of the Plan, in the event the Participant’s employment is terminated by the Corporation 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 twelve (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).

For purposes hereof, “ Cause ” shall mean that the Participant (i) has been negligent in the discharge of his or her duties to the Corporation, its Subsidiaries or any affiliate of the Corporation or its Subsidiaries (the “Semtech Group”), has refused to perform stated or assigned duties or is incompetent in or (other than by reason of disability or analogous condition) incapable of performing those duties, (ii) has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information; has breached a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Semtech Group; or has been convicted of a felony or misdemeanor (other than minor traffic violations or similar offenses), (iii) has materially breached any of the provisions of any agreement with the Semtech Group, or (iv) has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business or assets of, the Semtech Group; has improperly induced a vendor or customer to break or terminate any contract with the Semtech Group; or has induced a principal for whom the Semtech Group acts as agent to terminate such agency relationship.

For purposes hereof, a “ Change in Control ” shall mean (i) a merger or consolidation in which the stockholders of the Corporation 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), (ii) the sale of substantially all of the assets of the Corporation or assets representing over 50% of the operating revenues of the Corporation, or (iii) any person shall become the beneficial owner of over 50% of the Corporation’s outstanding Stock or the combined voting power of the Corporation’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 the Participant’s voluntary termination within one (1) year of the Participant’s knowledge of the occurrence of (i) a reduction in the Participant’s base salary after a Change in Control from the Participants’s base salary 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 the Participant’s duties, responsibilities, and requirements immediately prior to the Change in Control. A termination shall not be treated as a Constructive Termination if the Participant shall have specifically consented in writing to the occurrence of the event giving rise to the claim of Constructive Termination.

(c) Effect of Termination of Employment . If the service of the Participant with the Corporation or a Subsidiary 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 (the “ 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 Corporation 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 Corporation 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 Corporation 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 Corporation 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 Corporation may request to confirm the transfer of such unvested, forfeited Shares (and related dividends) to the Corporation.

5. Non-Transferability of Award . This Award is personal and, prior to the time they have become vested pursuant to Section 4 hereof or Section 7 of the Plan, 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; provided, however that such restrictions shall not apply to transfers to the Corporation. 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 Corporation or any Subsidiary or to affect the absolute and unqualified right of the Corporation 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 Corporation, the Participant 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 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, and (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 Corporation 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 thirty (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 Corporation shall not have any obligation whatsoever to pay such taxes. The Corporation 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 (the “ Tax Obligations ”), by accepting this Award the Participant authorizes the Corporation 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 Corporation 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 Corporation (or a Subsidiary) 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 Corporation 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 Corporation and/or the Participant’s employer to satisfy all withholding and payment on account obligations of the Corporation 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 Corporation’s stock contemplated by Section 7 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 7 of the Plan or an event described in Section 7 of the Plan shall occur and the 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 Corporation 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 Corporation or such other escrow holder as the Corporation 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 “CORPORATION”) 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 Corporation 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 Corporation 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 Corporation 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 Corporation determines that any applicable registration requirement under the Securities Act or any other applicable requirement of federal or state law has not been met.

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 herein with respect to the transfer of this Award Certificate or any rights hereunder or of the Shares), and upon the Corporation and its successors and assigns, regardless of any change in the business structure of the Corporation, 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 in writing and addressed to it in care of its President; and any notice to the Participant shall be addressed to him or her at the address on file with the Corporation 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 Corporation 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.

Exhibit 10.6

SEMTECH CORPORATION

2008 LONG-TERM EQUITY INCENTIVE PLAN

OPTION AWARD CERTIFICATE

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

R E C I T A L S

A. The Corporation has established the Corporation’s 2008 Long-Term Equity Incentive Plan (the “ Plan ”) in order to provide eligible persons of the Corporation with an opportunity to acquire shares of the Corporation’s common stock (“ Stock ”).

B. The Plan Administrator has determined that it would be in the best interests of the Corporation 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 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. Grant of Option . Pursuant to the Plan, the Corporation 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 7 of the Plan. The Option is not intended to qualify as an incentive stock option under Section 422 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 Corporation 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 the 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, (d) the expiration of the period described in Paragraph 9 below, or (e) in connection with certain corporate events as provided in Section 7.2 of the Plan.

7. Exercise Following Termination of Service . If the Optionee’s service with the Corporation 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 of service.

8. Exercise Following Death or Disability . If the Optionee’s service with the Corporation terminates by reason of the Optionee’s death or disability, the Option (to the extent it has not previously been exercised and is then exercisable) may be exercised within one (1) 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 Corporation. 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 Corporation 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 Corporation or a Subsidiary.

10. Exercise Following Change of Control . Notwithstanding any other provision to the contrary contained herein, subject to the provisions of Section 7 of the Plan, if within one (1) year of a Change in Control (as defined below) the Optionee is terminated without Cause (as defined below) or as a result of 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 Corporation (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 Corporation 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 Corporation or assets representing over 50% of the operating revenues of the Corporation, or (iii) any person shall become the beneficial owner of over 50% of the Corporation’s outstanding Stock or the combined voting power of the Corporation’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 the Optionee’s voluntary termination within one (1) year of the 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 the 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.

For purposes hereof, “ Cause ” shall mean that the Optionee (i) has been negligent in the discharge of his or her duties to the Corporation, its Subsidiaries or any affiliate of the Corporation or its Subsidiaries (the “Semtech Group”), has refused to perform stated or assigned duties or is incompetent in or (other than by reason of disability or analogous condition) incapable of performing those duties, (ii) has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information; has breached a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Semtech Group; or has been convicted of a felony or misdemeanor (other than minor traffic violations or similar offenses), (iii) has materially breached any of the provisions of any agreement with the Semtech Group, or (iv) has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business or assets of, the Semtech Group; has improperly induced a vendor or customer to break or terminate any contract with the Semtech Group; or has induced a principal for whom the Semtech Group acts as agent to terminate such agency relationship.

11. Non-Transferability . The Option and any other rights of the Optionee under this Award Certificate or the Plan are non-transferable and exercisable only by the Optionee, except as set forth in Section 5.7 of the Plan. Except as otherwise provided herein or in the Plan, any attempted sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge, 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 Corporation’s option, shall cause all of the Optionee’s rights under this Award Certificate and the Plan to terminate.

12. Effect of Exercise . Upon exercise of all or any part of the Option, the number of shares of Stock subject to the 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 (a) delivering to the Corporation a written notice of exercise in substantially the form prescribed from time to time by the Plan Administrator or completing such other notice procedure as the Plan Administration from time to time may require, and (b) delivering to the Corporation the full payment of the option price for each share of Stock purchased under the Option. Any notice of exercise shall specify the number of shares of Stock with respect to which the Option is exercised and shall be signed (or otherwise

authorized in accordance with the exercise procedures then in effect) 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 Corporation, 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. The Optionee acknowledges that the Plan Administrator may use a broker or other third party to facilitate its stock option recordkeeping and exercises and agrees to comply with any administrative rules and procedures regarding stock option exercises as may be in place from time to time. The Optionee acknowledges and agrees that the Corporation may require that any Stock purchased under the Option be deposited in a brokerage account (in the name of the Optionee) with a broker designated by the Corporation, and the Optionee agrees to take such reasonable steps as the Corporation may require to open and maintain such an account.

14. Withholding Taxes . If the Optionee is an employee or former employee of the Corporation when all or part of the Option is exercised, the Corporation 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 Corporation, 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 Corporation, or such other location as may be acceptable to the Corporation 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 . Subject to Section 8.7 of the Plan, neither the Optionee nor any other person entitled to exercise the Option shall have any rights as a stockholder of the Corporation 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 in writing and 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 Corporation 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 the Optionee the right to remain in the employ of the Corporation or any Subsidiary or to affect the absolute and unqualified right of the Corporation and any of its subsidiaries to terminate Optionee’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 Optionee and the Corporation, 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 Corporation and/or any of its Subsidiaries).

19. Entire Agreement . This Award Certificate, together with the Plan, constitutes the entire understanding between the Corporation and the Optionee 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.

20. 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.

21. 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.

22. 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.

23. 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.

Exhibit 10.7

SEMTECH CORPORATION

DIRECTOR STOCK OWNERSHIP GUIDELINES

Consistent with an emphasis on higher standards of corporate governance, the Compensation Committee of the Board of Directors (the “Committee”) of Semtech Corporation, a Delaware corporation (the “Company”), believes that the investment community values stock ownership by directors and that, by holding an equity position in the Company, directors demonstrate their commitment to and belief in the long-term profitability of the Company. Accordingly, the Committee believes that ownership of Company stock by directors should be encouraged.

Covered Individuals

These Director Stock Ownership Guidelines (these “Guidelines”) apply to the Company’s directors who are not employed by the Company or one of its subsidiaries (each, a “Director”).

Target Ownership

Each Director should seek to acquire and maintain a level of ownership of Company common stock that has a fair market value equal to three times the Director’s annual cash retainer. For purposes of these guidelines, the annual retainer shall include the additional annual cash retainer paid to the Chairman of the Board for services in this position but shall not include any additional retainer paid for participation on any committee of the Board of Directors or for serving as Chairman of any such committee, any meeting fees, or any non-cash compensation. Each Director should work toward achieving this level of ownership with the objective of meeting the Guidelines within four years of becoming subject to these Guidelines. Once a Director has achieved the target level of stock ownership, the Director will be deemed to have met this guideline and need not acquire any further stock ownership regardless of any change in the annual cash retainer amount paid to the director or any change in the fair market value of any stock owned by the director at the time the director has met this guideline.

Implementation

For purposes of determining whether the above ownership target is satisfied, the following sources of stock ownership will be included:

For purposes of determining whether the ownership target is satisfied, shares underlying any unexercised outstanding option, whether or not vested, will not be included.

Other Important Information

Directors are also subject to applicable federal and state laws and Company policy restricting trading on material non-public or “inside” information. These laws and rules may also limit the ability of a Director to buy or sell shares from time to time. Affiliates of the Company may also be subject to reporting obligations and potential matching liability under Section 16 of the Securities Exchange Act of 1934. Any resales of Company shares by an affiliate must typically be made in accordance with the volume, manner of sale, notice and other requirements of SEC Rule 144. Compliance with these Guidelines is in addition to, not in lieu of, compliance with any other applicable laws or Company policies.

2

Exhibit 10.8

POLICY REGARDING DIRECTOR COMPENSATION

As amended June 30, 2008

Directors of Semtech Corporation (the “Company”) that are not employed by the Company or one of its subsidiaries receive compensation for their services to the Board of Directors and related committees as set forth below.

Cash Retainer Fees . Effective for the quarter beginning July 1, 2007, the retainer fees for non-employee directors of the Company will be as follows:

These retainer fees are paid to the director on a quarterly basis, with each installment being equal to one-fourth of the annualized amount set forth above and being paid in advance in cash at the beginning of each quarter.

For the period commencing July 1, 2007 and ending June 30, 2008, the retainer fees payable to certain non-employee directors of the Company will be reduced by the amount of retainer fees attributable to the director’s services for this period that has previously been foregone by the director in exchange for the grant of a stock option. For Rockell N. Hankin, the amount of the foregone retainer is $30,000, and, accordingly, each of Mr. Hankin’s quarterly payments during this period will be reduced by $7,500. For each of Glen M. Antle, James P. Burra, James T. Lindstrom, John L. Piotrowski and James T. Schraith, the amount of the foregone retainer is $20,000, and, accordingly, each of the director’s payments during this period will be reduced by $5,000.

Non-employee directors of the Company are also reimbursed for their reasonable expenses to attend meetings of the Board of Directors and related committees and otherwise attend to Company business.

Equity Award Grants . The following equity award grant policies are adopted effective immediately. The equity awards set forth herein will be made from the Company’s Long Term Stock Incentive Plan or any successor plan designated by the Board (“Plan”) ² :

Initial Option Grant ³ . Each non-employee director who first joins the Board after June 14, 2007 (who was not immediately prior to joining the Board an employee of the Company or one of its subsidiaries) will receive an option to purchase 20,000 shares of the Company’s common stock upon his or her initial election or appointment to the Board of Directors. These options will have an exercise price equal to the closing price of the Company’s common stock on the grant date (or as of the next succeeding business day if the grant date is not a trading date) and will vest in annual installments over the four-year period following the grant date beginning on the first anniversary of the grant date. Each option grant will be evidenced by, and subject to the terms and conditions of, an award agreement in the form approved by the Board of Directors to evidence such type of grant pursuant to this policy.

Semi-Annual Option Grants ³ . On each January 1 and July 1, each non-employee director then in office will receive an option to purchase 5,000 shares of the Company’s common stock. These options will have an exercise price equal to the closing price of the Company’s common stock on the grant date (or as of the next succeeding business day if the grant date is not a trading date) and will vest in annual installments over the four-year period following the grant date, beginning on the first anniversary of the grant date. Each option grant will be evidenced by, and subject to the terms and conditions of, an award agreement in the form approved by the Board of Directors to evidence such type of grant pursuant to this policy.

Annual Stock Unit Grant . On each July 1, each non-employee director then in office will also receive an award of restricted stock units. The number of restricted stock units will be determined by dividing $70,000 by the closing price of the Company’s common stock on the grant date (or as of the next succeeding business day if the grant date is not a trading date), rounded down to the nearest whole share. The restricted stock units will vest over the one -year period following the grant date. Vested restricted stock units will be paid in cash upon the termination of the director’s service with the Company. Each restricted stock unit grant will be evidenced by, and subject to the terms and conditions of, an award agreement in the form approved by the Board of Directors to evidence such type of grant pursuant to this policy.

The Board of Directors may amend or terminate this policy at any time, provided, however , that equity awards under this policy will cease without any action of the Compensation Committee or Board if the Plan expires and the Board does not designate a successor plan under which the equity awards are to be made.