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                                                                    EXHIBIT 10.L

                            SKYWORKS SOLUTIONS, INC.

                        2002 EMPLOYEE STOCK PURCHASE PLAN

1. PURPOSE.

The Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan (hereinafter the
"Plan") is intended to provide a method whereby employees of Skyworks Solutions,
Inc. (the "Company") and its participating subsidiaries (as defined in Article
18) will have an opportunity to acquire a proprietary interest in the Company
through the purchase of shares of the Company's Common Stock. It is the
intention of the Company to have the Plan qualify as an "employee stock purchase
plan" under Section 423 of the Internal Revenue Code of 1986, as amended (the
"Internal Revenue Code"). The provisions of the Plan shall, accordingly, be
construed so as to extend and limit participation in a manner consistent with
the requirements of that Section of the Internal Revenue Code.

2. ELIGIBLE EMPLOYEES.

All employees of the Company or any of its participating subsidiaries who are
employed by the Company at least ten (10) business days prior to the first day
of the applicable Offering Period shall be eligible to receive options under
this Plan to purchase the Company's Common Stock. Except as otherwise provided
herein, persons who become eligible employees after the first day of any
Offering Period shall be eligible to receive options on the first day of the
next succeeding Offering Period on which options are granted to eligible
employees under the Plan. For the purpose of this Plan, the term employee shall
not include an employee whose customary employment is less than twenty (20)
hours per week or is for not more than five (5) months in any calendar year.

As amended, 1/31/06
Approved by Stockholders 3/30/06



In no event may an employee be granted an option if such employee, immediately
after the option is granted, owns stock possessing five (5%) percent or more of
the total combined voting power or value of all classes of stock of the Company
or of its parent corporation or subsidiary corporation as the terms "parent
corporation" and "subsidiary corporation" are defined in Section 424(e) and (f)
of the Internal Revenue Code. For purposes of determining stock ownership under
this paragraph, the rules of Section 424(d) of the Internal Revenue Code shall
apply and stock which the employee may purchase under outstanding options shall
be treated as stock owned by the employee.

3. STOCK SUBJECT TO THE PLAN.

The stock subject to the options granted hereunder shall be shares of the
Company's authorized but unissued Common Stock or shares of Common Stock
reacquired by the Company, including shares purchased in the open market.
Subject to approval of the stockholders, the aggregate number of shares which
may be issued pursuant to the Plan is 3,880,000 for all Offering Periods,
subject to increase or decrease by reason of stock split-ups, reclassifications,
stock dividends, changes in par value and the like. If any option granted under
the Plan shall expire or terminate for any reason without having been exercised
in full or shall cease for any reason to be exercisable in whole or in part, the
unpurchased shares subject to such option shall again be available under the
Plan. If the number of shares of Common Stock available for any Offering Period
is

As amended, 1/31/06
Approved by Stockholders 3/30/06



insufficient to satisfy all purchase requirements for that Offering Period, the
available shares for that Offering Period shall be apportioned among
participating employees in proportion to their options.

4. OFFERING PERIODS AND STOCK OPTIONS.

There shall be Offering Periods during which payroll deductions will be
accumulated under the Plan. Each Offering Period includes only regular pay days
falling within it. The Committee shall be expressly permitted to establish the
Offering Periods, including the Offering Commencement Date and Offering
Termination Date of any Offering Period, under this Plan; provided, however,
that, in no event shall any Offering Period extend for more than twenty-four
(24) months. The Offering Commencement Date is the first day of each Offering
Period. The Offering Termination Date is the applicable date on which an
Offering Period ends under this Plan.

As amended, 1/31/06
Approved by Stockholders 3/30/06



Subject to the foregoing, the Offering Periods shall generally commence and end
as follows:



     OFFERING             OFFERING
COMMENCEMENT DATES   TERMINATION DATES
- ------------------   -----------------
                  
Each August 1        Each January 31
Each February 1      Each July 31


Provided, however, that (i) the Offering Commencement Date and Offering
Termination Date of the initial Offering Period under this Plan shall be October
21, 2002 and March 31, 2003, respectively, and (ii) the Offering Commencement
Date and Offering Termination Date of the Offering Period immediately following
the initial Offering Period under this Plan shall be April 1, 2003 and July 31,
2003, respectively.

On each Offering Commencement Date, the Company will grant to each eligible
employee who is then a participant in the Plan an option to purchase on the
Offering Termination Date at the Option Exercise Price, as hereinafter provided,
that number of full shares of Common Stock reserved for the purpose of the Plan,
up to a maximum of 1,000 shares, subject to increase or decrease (i) at the
discretion of the Committee before each Offering Period or (ii) by reason of
stock split-ups, reclassifications, stock dividends, changes in par value and
the like (the "Share Cap"); provided that such employee remains eligible to
participate in the Plan throughout such Offering Period. If the eligible
employee's accumulated payroll deductions on the Offering Termination Date would
enable the eligible

As amended, 1/31/06
Approved by Stockholders 3/30/06



employee to purchase more than the Share Cap except for the Share Cap, the
excess of the amount of the accumulated payroll deductions over the aggregate
purchase price of the Share Cap shall be refunded to the eligible employee as
soon as administratively practicable by the Company, without interest. The
Option Exercise Price for each Offering Period shall be the lesser of (i)
eighty-five percent (85%) of the fair market value of the Common Stock on the
Offering Commencement Date, or (ii) eighty-five percent (85%) of the fair market
value of the Common Stock on the Offering Termination Date, in either case
rounded up to the next whole cent. In the event of an increase or decrease in
the number of outstanding shares of Common Stock through stock split-ups,
reclassifications, stock dividends, changes in par value and the like, an
appropriate adjustment shall be made in the number of shares and Option Exercise
Price per share provided for under the Plan, either by a proportionate increase
in the number of shares and proportionate decrease in the Option Exercise Price
per share, or by a proportionate decrease in the number of shares and a
proportionate increase in the Option Exercise Price per share, as may be
required to enable an eligible employee who is then a participant in the Plan to
acquire on the Offering Termination Date that number of full shares of Common
Stock as his accumulated payroll deductions on such date will pay for at a price
equal to the lesser of (i) eighty-five percent (85%) of the fair market value of
the Common Stock on the Offering Commencement Date, or (ii) eighty-five percent
(85%) of the fair market value of the Common Stock on the Offering Termination
Date, in either case rounded up to the next whole cent, as so adjusted.

For purposes of this Plan, the term "fair market value" means, if the Common
Stock is listed on a national securities exchange or is on the National
Association of Securities Dealers Automated Quotation ("Nasdaq") National Market
system, the closing sale price of the Common Stock on such exchange or as
reported on Nasdaq or, if the Common Stock is traded in the over-the-counter
securities

As amended, 1/31/06
Approved by Stockholders 3/30/06



market, but not on the Nasdaq National Market, the closing bid quotation for the
Common Stock, each as published in The Wall Street Journal. If no shares of
Common Stock are traded on the Offering Commencement Date or Offering
Termination Date, the fair market value will be determined on the next regular
business day on which shares of Common Stock are traded.

For purposes of this Plan the term "business day" as used herein means a day on
which there is trading on the Nasdaq National Market or such national securities
exchange on which the Common Stock is listed.

No employee shall be granted an option which permits his rights to purchase
Common Stock under the Plan and any similar plans of the Company or any parent
or subsidiary corporations to accrue at a rate which exceeds $25,000 of fair
market value of such stock (determined at the time such option is granted) for
each calendar year in which such option is outstanding at any time. The purpose
of the limitation in the preceding sentence is to comply with and shall be
construed in accordance with Section 423(b)(8) of the Internal Revenue Code. If
the participant's accumulated payroll deductions on the last day of the Offering
Period would otherwise enable the participant to purchase Common Stock in excess
of the Section 423(b)(8) limitation described in this paragraph, the excess of
the amount of the accumulated payroll deductions over the aggregate purchase
price of the shares actually purchased shall be refunded as soon as
administratively practicable to the participant by the Company, without
interest.

As amended, 1/31/06
Approved by Stockholders 3/30/06



5. EXERCISE OF OPTION.

Each eligible employee who continues to be a participant in the Plan on the
Offering Termination Date shall be deemed to have exercised his or her option on
such date and shall be deemed to have purchased from the Company such number of
full shares of Common Stock reserved for the purpose of the Plan as his or her
accumulated payroll deductions on such date will pay for at the Option Exercise
Price subject to the Share Cap and the Section 423(b)(8) limitation described in
Article 4. If a participant is not an employee on the Offering Termination Date
and throughout an Offering Period, he or she shall not be entitled to exercise
his or her option.

If a participant's accumulated payroll deductions in his or her account are
based on a currency other than the U.S. dollar, then on the Offering Termination
Date the accumulated payroll deductions in his or her account will be converted
into an equivalent value of U.S. dollars based upon the U.S. dollar-foreign
currency exchange rate in effect on that date, as reported in The Wall Street
Journal, provided that such conversion does not result in an Option Exercise
Price which is, in fact, less than the lesser of an amount equal to 85 percent
of the fair market value of the Common Stock at the time such option is granted
or 85 percent of the fair market value of the Common Stock at the time such
option is exercised. The Plan administrators (as defined in Article 19) shall
have the right to change such conversion date, as they deem appropriate to
effectively purchase shares on any Offering Termination Date, provided that such
action does not cause the Plan, or any grants under the Plan, to fail to qualify
under Section 423 of the Internal Revenue Code.

As amended, 1/31/06
Approved by Stockholders 3/30/06



6. AUTHORIZATION FOR ENTERING PLAN.

An eligible employee may enter the Plan by following a written, electronic or
other enrollment process, including a payroll deduction authorization, as
prescribed by the Plan administrators under generally applicable rules. Except
as may otherwise be established by the Plan administrators under generally
applicable rules, all enrollment authorizations shall be effective only if
delivered to the designated Plan administrator(s) in accordance with the
prescribed procedures not later than ten (10) business days before an applicable
Offering Commencement Date Participation may be conditioned on an eligible
employee's consent to transfer and process personal data and on acknowledgment
and agreement to Plan terms and other specified conditions.

The Company will accumulate and hold for the employee's account the amounts
deducted from his or her pay. No interest will be paid thereon. Participating
employees may not make any separate cash payments into their account.

Unless an employee files a new authorization, or withdraws from the Plan, his or
her deductions and purchases under the authorization he or she has on file under
the Plan will continue as long as the Plan remains in effect. An employee may
increase or decrease the amount of his or her payroll deductions as of the next
Offering Commencement Date by filing a revised payroll deduction authorization
in accordance with the procedures then applicable to such actions. Except as may
otherwise be established by the Plan administrators under generally applicable
rules, all revised authorizations shall be effective only if delivered to the
designated Plan administrator(s) in accordance with the prescribed procedures
not later than ten (10) business days before the next Offering Commencement
Date.

As amended, 1/31/06
Approved by Stockholders 3/30/06



7. MAXIMUM AMOUNT OF PAYROLL DEDUCTIONS.

An employee may authorize payroll deductions in an amount of not less than one
percent (1%) and not more than ten percent (10%) (in whole number percentages
only) of his or her eligible compensation. Such deductions shall be determined
based on the employee's election in effect on the payday on which such eligible
compensation is paid. An employee may not make any additional payments into such
account. Eligible compensation means the wages as defined in Section 3401(a) of
the Internal Revenue Code, determined without regard to any rules that limit
compensation included in wages based on the nature or location or employment or
services performed, including without limitation base pay, shift premium,
overtime, gain sharing (profit sharing), incentive compensation, bonuses and
commissions and all other payments made to the employee for services as an
employee during the applicable payroll period, and excluding the value of any
qualified or non-qualified stock option granted to the employee to the extent
such value is includible in the taxable wages, reimbursements or other expense
allowances, fringe benefits, moving expenses, deferred compensation, and welfare
benefits, but determined prior to any exclusions for any amounts deferred under
Sections 125, 401(k), 402(e)(3), 402(h)(1)(B), 403(b) or 457(b) of the Internal
Revenue Code or for certain contributions described in Section 457(h)(2) of the
Internal Revenue Code that are treated as Company contributions.

8. UNUSED PAYROLL DEDUCTIONS.

Only full shares of Common Stock may be purchased. Any balance remaining in an
employee's account after a purchase will be reported to the employee and will be
carried forward to the next Offering Period. However, in no event will the

As amended, 1/31/06
Approved by Stockholders 3/30/06



amount of the unused payroll deductions carried forward from a payroll period
exceed the Option Exercise Price per share for that Offering Period. If for any
Offering Period the amount of unused payroll deductions should exceed the Option
Exercise Price per share, the amount of the excess for any participant shall be
refunded to such participant, without interest.

9. CHANGE IN PAYROLL DEDUCTIONS.

Unless otherwise permitted by the Committee prior to the commencement of an
Offering Period, payroll deductions may not be increased, decreased or suspended
by a participant during an Offering Period. However, a participant may withdraw
in full from the Plan.

10. WITHDRAWAL FROM THE PLAN.

An employee may withdraw from the Plan and withdraw all but not less than all of
the payroll deductions credited to his or her account under the Plan prior to
the Offering Termination Date by completing and filing a withdrawal notification
with the designated Plan administrator(s) in accordance with the prescribed
procedures, in which event the Company will refund as soon as administratively
practicable without interest the entire balance of such employee's deductions
not previously used to purchase Common Stock under the Plan. Except as may
otherwise be prescribed by the Plan administrators under generally applicable
rules, all withdrawals shall be effective only if delivered to the designated
Plan administrator(s) in accordance with the prescribed procedures not later
than ten (10) business days before the Offering Termination Date.

As amended, 1/31/06
Approved by Stockholders 3/30/06



An employee who withdraws from the Plan is like an employee who has never
entered the Plan; the employee's rights under the Plan will be terminated and no
further payroll deductions will be made. To reenter, such an employee must
re-enroll pursuant to the provisions of Article 6 before the next Offering
Commencement Date which cannot, however, become effective before the beginning
of the next Offering Period following his withdrawal.

11. ISSUANCE OF STOCK.

As soon as administratively practicable after each Offering Period the Company
shall deliver (by electronic or other means) to the participant the Common Stock
purchased under the Plan, except as specified below. The Plan administrators may
permit or require that the Common Stock shares be deposited directly with a
broker or agent designated by the Plan administrators, and the Plan
administrators may utilize electronic or automated methods of share transfer. In
addition, the Plan administrators may require that shares be retained with such
broker or agent for a designated period of time (and may restrict dispositions
during that period) and/or may establish other procedures to permit tracking of
disqualifying dispositions of such shares or to restrict transfer of such shares
as required to ensure that the Company's applicable tax withholding obligations
are satisfied.

12. NO TRANSFER OR ASSIGNMENT OF EMPLOYEE'S RIGHTS.

An employee's rights under the Plan are his or hers alone and may not be
transferred or assigned to, or availed of by, any other person. Any option
granted to an employee may be exercised only by him or her, except as provided
in Article 13 in the event of an employee's death.

As amended, 1/31/06
Approved by Stockholders 3/30/06


13. TERMINATION OF EMPLOYEE'S RIGHTS.

Except as set forth in Article 14, an employee's rights under the Plan will
terminate when he or she ceases to be an employee because of retirement,
resignation, lay-off, discharge, death, change of status, failure to remain in
the customary employ of the Company for twenty (20) hours or more per week, or
for any other reason. Notwithstanding anything to the contrary contained in
Article 10, a withdrawal notice will be considered as having been received from
the employee on the day his or her employment ceases, and all payroll deductions
not used to purchase Common Stock will be refunded without interest.

Notwithstanding anything to the contrary contained in Article 10, if an
employee's payroll deductions are interrupted by any legal process, a withdrawal
notice will be considered as having been received from him or her on the day the
interruption occurs.

14. DEATH OF AN EMPLOYEE.

Upon termination of the participating employee's employment because of death,
the person(s) entitled to receipt of the Common Stock and/or cash as provided in
this Article 14 shall have the right to elect, by written notice given to the
Plan administrators prior to the expiration of the thirty (30) day period
commencing with the date of the death of the employee, either (i) to withdraw,
without interest,

As amended, 1/31/06
Approved by Stockholders 3/30/06



all of the payroll deductions credited to the employee's account under the Plan,
or (ii) to exercise the employee's option for the purchase of shares of Common
Stock on the next Offering Termination Date following the date of the employee's
death for the purchase of that number of full shares of Common Stock reserved
for the purpose of the Plan which the accumulated payroll deductions in the
employee's account at the date of the employee's death will purchase at the
applicable Option Exercise Price (subject to the limitations set forth in
Article 4), and any excess in such account (in lieu of fractional shares) will
be paid to the employee's estate as soon as administratively practicable,
without interest. In the event that no such written notice of election shall be
duly received by the Plan administrators, the payroll deductions credited to the
employee's account at the date of the employee's death will be paid to the
employee's estate as soon as administratively practicable, without interest.

Except as provided in the preceding paragraph, in the event of the death of a
participating employee, the Company shall deliver such Common Stock and/or cash
to the executor or administrator of the estate of the employee.

15. TERMINATION AND AMENDMENTS TO PLAN.

The Plan may be terminated at any time by the Company's Board of Directors. It
will terminate in any case on December 31, 2012, or if sooner, when all of the
shares of Common Stock reserved for the purposes of the Plan have been
purchased. In the event that the Board of Directors terminates the Plan pursuant
to this Article 15, the date of such termination shall be deemed as the Offering
Termination Date of the applicable Offering Period in which such termination
date occurs. Upon such termination or any other termination of the Plan, all
payroll deductions not used to purchase Common Stock will be refunded without
interest.

As amended, 1/31/06
Approved by Stockholders 3/30/06



The Committee or the Board of Directors may from time to time adopt amendments
to the Plan provided that, without the approval of the stockholders of the
Company, no amendment may (i) except as provided in Articles 3, 4, 24 and 25,
increase the number of shares that may be issued under the Plan; (ii) change the
class of employees eligible to receive options under the Plan, if such action
would be treated as the adoption of a new plan for purposes of Section 423(b) of
the Internal Revenue Code; or (iii) cause Rule 16b-3 under the Securities
Exchange Act of 1934 to become inapplicable to the Plan.

16. LIMITATIONS OF SALE OF STOCK PURCHASED UNDER THE PLAN.

The Plan is intended to provide shares of Common Stock for investment and not
for resale. The Company does not, however, intend to restrict or influence any
employee in the conduct of his or her own affairs. An employee may, therefore,
sell stock purchased under the Plan at any time the employee chooses, subject to
compliance with any applicable federal or state securities laws and subject to
any restrictions imposed under Articles 11 and 26. Each employee agrees by
entering the Plan to promptly give the Company notice of any such Common Stock
disposed of within two years after the Offering Commencement Date on which the
Common Stock was purchased showing the number of such shares disposed of. The
employee assumes the risk of any market fluctuations in the price of such Common
Stock.

As amended, 1/31/06
Approved by Stockholders 3/30/06



17. COMPANY'S OFFERING OF EXPENSES RELATED TO PLAN.

The Company will bear all costs of administering and carrying out the Plan.

18. PARTICIPATING SUBSIDIARIES.

The term "participating subsidiaries" shall mean any present or future
subsidiary of the Company which is designated by the Committee to participate in
the Plan. The Committee shall have the power to make such designation(s) before
or after the Plan is approved by the stockholders.

19. ADMINISTRATION OF THE PLAN.

The Plan may be administered by the Compensation Committee, or such other
committee as may be appointed by the Board of Directors of the Company (the
"Committee"). No member of the Committee shall be eligible to participate in the
Plan while serving as a member of the Committee. In the event that the Board of
Directors fails to appoint or refrains from appointing a Committee, the Board of
Directors shall have all power and authority to administer the Plan (in such
event the word "Committee" shall refer to the Board of Directors).

As amended, 1/31/06
Approved by Stockholders 3/30/06



The Committee shall have the authority to construe and interpret the Plan and
options, and to establish, amend and revoke rules and regulations for the
administration of the Plan. The Committee, in the exercise of this power, may
correct any defect, omission or inconsistency in the Plan, in a manner and to
the extent it shall deem necessary or expedient to make the Plan fully
effective. The interpretation and construction by the Committee of any
provisions of the Plan or of any option granted under it shall be final. The
Committee may from time to time adopt such rules and regulations for carrying
out the Plan as it may deem best. Without limiting the foregoing, the Committee
shall have the power, subject to, and within the limitations of, the express
provisions of the Plan: (i) to determine when and how options to purchase shares
of Common Stock shall be granted and the provisions of each Offering Period
(which need not be identical); (ii) to designate from time to time which
participating subsidiaries of the Company shall be eligible to participate in
the Plan; (iii) to determine the Offering Commencement Date and Offering
Termination Date of any Offering Period; (iv) to increase or decrease the
maximum number of shares which may be purchased by an eligible employee in any
Offering Period; (v) to amend the Plan as provided in Article 15, and (vi)
generally, to exercise such powers and to perform such acts as it deems
necessary or expedient to promote the best interests of the Company and the
participating subsidiaries.

The Committee may delegate to one or more individuals the day-to-day
administration of the Plan. Without limitation, subject to the terms and
conditions of this Plan, the President, the Chief Financial Officer of the
Company, and any other officer of the Company or committee of officers or
employees designated by the Committee (collectively, the "Plan administrators"),
shall each be authorized to determine the methods through which eligible
employees may elect to participate, amend their participation, or withdraw from
participation in the Plan, and establish methods of enrollment by means of a
manual or electronic

As amended, 1/31/06
Approved by Stockholders 3/30/06



form of authorization or an integrated voice response system. The Plan
administrators are further authorized to determine the matters described in
Article 11 concerning the means of issuance of Common Stock and the procedures
established to permit tracking of disqualifying dispositions of shares or to
restrict transfer of such shares.

With respect to persons subject to Section 16 of the Securities and Exchange Act
of 1934, as amended, transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under said Act. To the
extent any provision of the Plan or action by the Committee fails to so comply,
it shall be deemed null and void, to the extent permitted by law and deemed
advisable by that Committee.

No member of the Board of Directors or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
option granted under it. The Company shall indemnify each member of the Board of
Directors and the Committee to the fullest extent permitted by law with respect
to any claim, loss, damage or expense (including counsel fees) arising in
connection with their responsibilities under this Plan.

As soon as administratively practicable after the end of each Offering Period,
the Plan administrators shall prepare and distribute or make otherwise readily
available by electronic means or otherwise to each participating employee in the
Plan information concerning the amount of the participating employee's
accumulated payroll deductions as of the Offering Termination Date, the Option
Exercise Price for such Offering Period, the number of shares of Common Stock
purchased by the participating employee with the participating employee's
accumulated payroll deductions, and the amount of any unused payroll deductions
either to be carried forward to the next Offering Period, or returned to the
participating employee without interest.

As amended, 1/31/06
Approved by Stockholders 3/30/06



20. OPTIONEES NOT STOCKHOLDERS.

Neither the granting of an option to an employee nor the deductions from his or
her pay shall constitute such employee a stockholder of the Company with respect
to the shares covered by such option until such shares have been purchased by
and issued to him.

21. APPLICATION OF FUNDS.

The proceeds received by the Company from the sale of Common Stock pursuant to
options granted under the Plan may be used for any corporate purposes, and the
Company shall not be obligated to segregate participating employees' payroll
deductions.

22. GOVERNMENTAL REGULATION.

The Company's obligation to sell and deliver shares of the Company's Common
Stock under this Plan is subject to the approval of any governmental authority
required in connection with the authorization, issuance or sale of such stock.

As amended, 1/31/06
Approved by Stockholders 3/30/06



In this regard, the Board of Directors may, in its discretion, require as a
condition to the exercise of any option that a Registration Statement under the
Securities Act of 1933, as amended, with respect to the shares of Common Stock
reserved for issuance upon exercise of the option shall be effective.

23. TRANSFERABILITY.

Neither payroll deductions credited to an employee's account nor any rights with
regard to the exercise of an option or to receive stock under the Plan may be
assigned, transferred, pledged, or otherwise disposed of in any way by the
employee. Any such attempted assignment, transfer, pledge, or other disposition
shall be without effect, except that the Company may treat such act as an
election to withdraw funds in accordance with Article 10.

24. EFFECT OF CHANGES OF COMMON STOCK.

If the Company should subdivide or reclassify the Common Stock which has been or
may be optioned under the Plan, or should declare thereon any dividend payable
in shares of such Common Stock, or should take any other action of a similar
nature affecting such Common Stock, then the number and class of shares of
Common Stock which may thereafter be optioned (in the aggregate and to any
individual participating employee) shall be adjusted accordingly.

As amended, 1/31/06
Approved by Stockholders 3/30/06



25. MERGER OR CONSOLIDATION.

If the Company should at any time merge into or consolidate with another
corporation, the Board of Directors may, at its election, either (i) terminate
the Plan and refund without interest the entire balance of each participating
employee's payroll deductions, or (ii) entitle each participating employee to
receive on the Offering Termination Date upon the exercise of such option for
each share of Common Stock as to which such option shall be exercised the
securities or property to which a holder of one share of the Common Stock was
entitled upon and at the time of such merger or consolidation, and the Board of
Directors shall take such steps in connection with such merger or consolidation
as the Board of Directors shall deem necessary to assure that the provisions of
this Article 25 shall thereafter be applicable, as nearly as reasonably
possible. A sale of all or substantially all of the assets of the Company shall
be deemed a merger or consolidation for the foregoing purposes.

26. WITHHOLDING OF ADDITIONAL TAX.

By electing to participate in the Plan, each participant acknowledges that the
Company and its participating subsidiaries are required to withhold taxes with
respect to the amounts deducted from the participant's compensation and
accumulated for the benefit of the participant under the Plan, and each
participant agrees that the Company and its participating subsidiaries may
deduct additional amounts from the participant's compensation, when amounts are
added to the participant's account, used to purchase Common Stock or

As amended, 1/31/06
Approved by Stockholders 3/30/06



refunded, in order to satisfy such withholding obligations. Each participant
further acknowledges that when Common Stock is purchased under the Plan the
Company and its participating subsidiaries may be required to withhold taxes
with respect to all or a portion of the difference between the fair market value
of the Common Stock purchased and its purchase price, and each participant
agrees that such taxes may be withheld from compensation otherwise payable to
such participant. It is intended that tax withholding will be accomplished in
such a manner that the full amount of payroll deductions elected by the
participant under Article 7 will be used to purchase Common Stock. However, if
amounts sufficient to satisfy applicable tax withholding obligations have not
been withheld from compensation otherwise payable to any participant then,
notwithstanding any other provision of the Plan, the Company may withhold such
taxes from the participant's accumulated payroll deductions and apply the net
amount to the purchase of Common Stock, unless the participant pays to the
Company, prior to the exercise date, an amount sufficient to satisfy such
withholding obligations. Each participant further acknowledges that the Company
and its participating subsidiaries may be required to withhold taxes in
connection with the disposition of stock acquired under the Plan and agrees that
the Company or any participating subsidiary may take whatever action it
considers appropriate to satisfy such withholding requirements, including
deducting from compensation otherwise payable to such participant an amount
sufficient to satisfy such withholding requirements or conditioning any
disposition of Common Stock by the participant upon the payment to the Company
or such subsidiary of an amount sufficient to satisfy such withholding
requirements.

27. APPROVAL OF STOCKHOLDERS.

This Plan was first adopted by the Board of Directors on September 25, 2002 and
amended on January 14, 2003, and approved, as amended, by the stockholders of
the Company on March 10, 2003.

As amended, 1/31/06
Approved by Stockholders 3/30/06

                                                                    EXHIBIT 10.S

                            SKYWORKS SOLUTIONS, INC.

                          2005 LONG-TERM INCENTIVE PLAN

1.   Purpose

     The purpose of this 2005 Long-Term Incentive Plan (the "Plan") of Skyworks
Solutions, Inc., a Delaware corporation (the "Company"), is to advance the
interests of the Company's stockholders by enhancing the Company's ability to
attract, retain and motivate persons who are expected to make important
contributions to the Company and by providing such persons with equity ownership
opportunities and performance-based incentives that are intended to align their
interests with those of the Company's stockholders. Except where the context
otherwise requires, the term "Company" shall include any of the Company's
present or future parent or subsidiary corporations as defined in Sections
424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code") and any other business venture
(including, without limitation, joint venture or limited liability company) in
which the Company has a controlling interest, as determined by the Board of
Directors of the Company (the "Board").

2.   Eligibility

     All of the Company's employees, officers, consultants and advisors are
eligible to receive options, stock appreciation rights, restricted stock and
other stock-based awards (each, an "Award") under the Plan. Each person who
receives an Award under the Plan is deemed a "Participant".

3.   Administration and Delegation

     (a) Administration by Board of Directors. The Plan will be administered by
the Board. The Board shall have authority to grant Awards and to adopt, amend
and repeal such administrative rules, guidelines and practices relating to the
Plan as it shall deem advisable. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem expedient to carry the Plan into effect and it
shall be the sole and final judge of such expediency. All decisions by the Board
shall be made in the Board's sole discretion and shall be final and binding on
all persons having or claiming any interest in the Plan or in any Award. No
director or person acting pursuant to the authority delegated by the Board shall
be liable for any action or determination relating to or under the Plan made in
good faith.

     (b) Appointment of Committees. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). All references in the
Plan to the "Board" shall mean the Board or a Committee of the Board or the
officers referred to in Section 3(c) to the extent that the Board's powers or
authority under the Plan have been delegated to such Committee or officers.

As amended, January 31, 2006
Approved by Stockholders March 30, 2006


                                       -1-




     (c) Delegation to Officers. To the extent permitted by applicable law, the
Board may delegate to one or more officers of the Company the power to grant
Awards to employees or officers of the Company or any of its present or future
subsidiary corporations and to exercise such other powers under the Plan as the
Board may determine, provided that the Board shall fix the terms of the Awards
to be granted by such officers (including the exercise price of such Awards,
which may include a formula by which the exercise price will be determined) and
the maximum number of shares subject to Awards that the officers may grant;
provided further, however, that no officer shall be authorized to grant Awards
to any "executive officer" of the Company (as defined by Rule 3b-7 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) or to any
"officer" of the Company (as defined by Rule 16a-1 under the Exchange Act).

4.   Stock Available for Awards

     (a) Number of Shares. Subject to adjustment under Section 9, Awards may be
made under the Plan covering up to 15,000,000 shares of common stock, $.25 par
value per share, of the Company (the "Common Stock").

     (b) Counting of Shares. Subject to adjustment under Section 9, an Option
shall be counted against the share limit specified in Section 4(a) as one share
for each share of common stock subject to the Option, and an Award that is not
an Option (a "Non-Option Award") shall be counted against the share limit
specified in Section 4(a) as one and one-half (1.5) shares for each share of
Common Stock issued upon settlement of such Non-Option Award.

     (c) Lapses. If any Award expires or is terminated, surrendered or canceled
without having been fully exercised or is forfeited in whole or in part
(including as the result of shares of Common Stock subject to such Award being
repurchased by the Company at the original issuance price pursuant to a
contractual repurchase right) or results in any Common Stock not being issued,
the unused Common Stock covered by such Award shall again be available for the
grant of Awards under the Plan. Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.

     (d) Section 162(m) Per-Participant Limit. The maximum number of shares of
Common Stock with respect to which Awards may be granted to any Participant
under the Plan shall be 750,000 per calendar year. For purposes of the foregoing
limit, the combination of an Option in tandem with an SAR (as each is hereafter
defined) shall be treated as a single Award. The per-Participant limit described
in this Section 4(d) shall be construed and applied consistently with Section
162(m) of the Code or any successor provision thereto, and the regulations
thereunder ("Section 162(m)").

As amended, January 31, 2006
Approved by Stockholders March 30, 2006


                                       -2-



5.   Stock Options

     (a) General. The Board may grant options to purchase Common Stock (each, an
"Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. Any Option granted pursuant to the Plan is not intended
to be an incentive stock option described in Code Section 422 and shall be
designated a "Nonqualified Stock Option".

     (b) Exercise Price. The Board shall establish the exercise price of each
Option and specify such exercise price in the applicable option agreement;
provided, however, that the exercise price shall not be less than 100% of the
Fair Market Value (as defined below in subsection (g)(3)) at the time the Option
is granted.

     (c) Limitation on Repricing. Unless such action is approved by the
Company's stockholders: (1) no outstanding Option granted under the Plan may be
amended to provide an exercise price per share that is lower than the
then-current exercise price per share of such outstanding Option (other than
adjustments pursuant to Section 9) and (2) the Board may not cancel any
outstanding Option and grant in substitution therefore new Awards under the Plan
covering the same or a different number of shares of Common Stock and having an
exercise price per share lower than the then-current exercise price per share of
the cancelled Option.

     (d) No Reload Rights. No Option granted under the Plan shall contain any
provision entitling the optionee to the automatic grant of additional Options in
connection with any exercise of the original Option.

     (e) Duration of Options. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Board may specify in the applicable
option agreement; provided, however, that no Option will be granted for a term
in excess of seven (7) years.

     (f) Exercise of Option. Options may be exercised by delivery to the Company
of a written notice of exercise signed by the proper person or by any other form
of notice (including electronic notice) approved by the Board together with
payment in full as specified in Section 5(g) for the number of shares for which
the Option is exercised. Shares of Common Stock subject to the Option will be
delivered by the Company following exercise either as soon as practicable or,
subject to such conditions as the Board shall specify, on a deferred basis (with
the Company's obligation to be evidenced by an instrument providing for future
delivery of the deferred shares at the time or times specified by the Board).

     (g) Payment Upon Exercise. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:

          (1) in cash or by check, payable to the order of the Company;

As amended, January 31, 2006
Approved by Stockholders March 30, 2006


                                       -3-



          (2) except as the Board may otherwise provide in an option agreement,
by (i) delivery of an irrevocable and unconditional undertaking by a
creditworthy broker to deliver promptly to the Company sufficient funds to pay
the exercise price and any required tax withholding or (ii) delivery by the
Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price and any required tax withholding;

          (3) when the Common Stock is registered under the Securities Exchange
Act of 1934 (the "Exchange Act"), by delivery of shares of Common Stock owned by
the Participant valued at their fair market value as determined by (or in a
manner approved by) the Board ("Fair Market Value"), provided (i) such method of
payment is then permitted under applicable law, (ii) such Common Stock, if
acquired directly from the Company, was owned by the Participant for such
minimum period of time, if any, as may be established by the Board in its
discretion and (iii) such Common Stock is not subject to any repurchase,
forfeiture, unfulfilled vesting or other similar requirements;

          (4) to the extent permitted by applicable law and by the Board, by (i)
delivery of a promissory note of the Participant to the Company on terms
determined by the Board, or (ii) payment of such other lawful consideration as
the Board may determine; or

          (5) by any combination of the above permitted forms of payment.

     (h) Substitute Options. In connection with a merger or consolidation of an
entity with the Company or the acquisition by the Company of property or stock
of an entity, the Board may grant Options in substitution for any options or
other stock or stock-based awards granted by such entity or an affiliate
thereof. Substitute Options may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on Options
contained in the other sections of this Section 5 or in Section 2.

6.   Stock Appreciation Rights.

     (a) General. A Stock Appreciation Right, or SAR, is an Award entitling the
holder, upon exercise, to receive Common Stock determined in whole or in part by
reference to appreciation, from and after the date of grant, in the fair market
value of a share of Common Stock. SARs may be based solely on appreciation in
the fair market value of Common Stock or on a comparison of such appreciation
with some other measure of market growth such as (but not limited to)
appreciation in a recognized market index. The date as of which such
appreciation or other measure is determined shall be the exercise date unless
another date is specified by the Board in the SAR Award.

     (b) Grants. Stock Appreciation Rights may be granted in tandem with, or
independently of, Options granted under the Plan.

As amended, January 31, 2006
Approved by Stockholders March 30, 2006


                                       -4-



          (1) Tandem Awards. When Stock Appreciation Rights are expressly
granted in tandem with Options, (i) the Stock Appreciation Right will be
exercisable only at such time or times, and to the extent, that the related
Option is exercisable (except to the extent designated by the Board in
connection with a Reorganization Event and will be exercisable in accordance
with the procedure required for exercise of the related Option; (ii) the Stock
Appreciation Right will terminate and no longer be exercisable upon the
termination or exercise of the related Option, except to the extent designated
by the Board in connection with a Reorganization Event and except that a Stock
Appreciation Right granted with respect to less than the full number of shares
covered by an Option will not be reduced until the number of shares as to which
the related Option has been exercised or has terminated exceeds the number of
shares not covered by the Stock Appreciation Right; (iii) the Option will
terminate and no longer be exercisable upon the exercise of the related Stock
Appreciation Right; and (iv) the Stock Appreciation Right will be transferable
only with the related Option.

          (2) Independent SARs. A Stock Appreciation Right not expressly granted
in tandem with an Option will become exercisable at such time or times, and on
such conditions, as the Board may specify in the SAR Award.

     (c) Exercise. Stock Appreciation Rights may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board,
together with any other documents required by the Board.

7.   Restricted Stock; Restricted Stock Units.

     (a) General. The Board may grant Awards entitling recipients to acquire
shares of Common Stock ("Restricted Stock"), subject to the right of the Company
to repurchase all or part of such shares at their issue price or other stated or
formula price (or to require forfeiture of such shares if issued at no cost)
from the recipient in the event that conditions specified by the Board in the
applicable Award are not satisfied prior to the end of the applicable
restriction period or periods established by the Board for such Award. Instead
of granting Awards for Restricted Stock, the Board may grant Awards entitling
the recipient to receive shares of Common Stock to be delivered at the time such
shares of Common Stock vest ("Restricted Stock Units") subject to such terms and
conditions on the delivery of the shares of Common Stock as the Board shall
determine (each Award for Restricted Stock or Restricted Stock Units is referred
to herein as a "Restricted Stock Award").

     (b) Terms and Conditions. The Board shall determine the terms and
conditions of a Restricted Stock Award, including the conditions for repurchase
(or forfeiture) and the issue price, if any.

     (c) Stock Certificates. Any stock certificates issued in respect of a
Restricted Stock Award shall be registered in the name of the Participant and,
unless otherwise determined by the

As amended, January 31, 2006
Approved by Stockholders March 30, 2006


                                       -5-



Board, deposited by the Participant, together with a stock power endorsed in
blank, with the Company (or its designee). At the expiration of the applicable
restriction periods, the Company (or such designee) shall deliver the
certificates no longer subject to such restrictions to the Participant or if the
Participant has died, to the beneficiary designated, in a manner determined by
the Board, by a Participant to receive amounts due or exercise rights of the
Participant in the event of the Participant's death (the "Designated
Beneficiary"). In the absence of an effective designation by a Participant,
"Designated Beneficiary" shall mean the Participant's estate.

8.   Other Stock-Based Awards.

     Other Awards of shares of Common Stock, and other Awards that are valued in
whole or in part by reference to, or are otherwise based on, shares of Common
Stock or other property, may be granted hereunder to Participants ("Other Stock
Unit Awards"). Such Other Stock Unit Awards shall also be available as a form of
payment in the settlement of other Awards granted under the Plan or as payment
in lieu of compensation to which a Participant is otherwise entitled. Other
Stock Unit Awards may be paid in shares of Common Stock or cash, as the Board
shall determine. Subject to the provisions of the Plan, the Board shall
determine the conditions of each Other Stock Unit Awards, including any purchase
price applicable thereto and any conditions applicable thereto, including
without limitation, performance-based conditions.

9.   Adjustments for Changes in Common Stock and Certain Other Events.

     (a) Changes in Capitalization. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than an ordinary
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the sub-limits set forth in Section 4(b), (iii) the number and class of
securities and exercise price per share of each outstanding Option, (iv) the
share- and per-share provisions of each Stock Appreciation Right, (v) the
repurchase price per share subject to each outstanding Restricted Stock Award
and (vi) the share- and per-share-related provisions of each outstanding Other
Stock Unit Award, shall be appropriately adjusted by the Company (or substituted
Awards may be made, if applicable) to the extent determined by the Board.

     (b) Reorganization Events.

          (1) Definition. A "Reorganization Event" shall mean: (a) any merger or
consolidation of the Company with or into another entity as a result of which
all of the Common Stock of the Company is converted into or exchanged for the
right to receive cash, securities or other property or is cancelled, (b) any
exchange of all of the Common Stock of the Company for cash, securities or other
property pursuant to a share exchange transaction or (c) any liquidation or
dissolution of the Company.

          (2) Consequences of a Reorganization Event on Awards Other than
Restricted Stock Awards. In connection with a Reorganization Event, the Board
shall take any one or more

As amended, January 31, 2006
Approved by Stockholders March 30, 2006


                                       -6-



of the following actions as to all or any outstanding Awards on such terms as
the Board determines: (i) provide that Awards shall be assumed, or substantially
equivalent Awards shall be substituted, by the acquiring or succeeding
corporation (or an affiliate thereof), (ii) upon written notice to a
Participant, provide that the Participant's unexercised Options or other
unexercised Awards shall become exercisable in full and will terminate
immediately prior to the consummation of such Reorganization Event unless
exercised by the Participant within a specified period following the date of
such notice, (iii) provide that outstanding Awards shall become realizable or
deliverable, or restrictions applicable to an Award shall lapse, in whole or in
part prior to or upon such Reorganization Event, (iv) in the event of a
Reorganization Event under the terms of which holders of Common Stock will
receive upon consummation thereof a cash payment for each share surrendered in
the Reorganization Event (the "Acquisition Price"), make or provide for a cash
payment to a Participant equal to (A) the Acquisition Price times the number of
shares of Common Stock subject to the Participant's Options or other Awards (to
the extent the exercise price does not exceed the Acquisition Price) minus (B)
the aggregate exercise price of all such outstanding Options or other Awards, in
exchange for the termination of such Options or other Awards, (v) provide that,
in connection with a liquidation or dissolution of the Company, Awards shall
convert into the right to receive liquidation proceeds (if applicable, net of
the exercise price thereof) and (vi) any combination of the foregoing.

          For purposes of clause (i) above, an Option shall be considered
assumed if, following consummation of the Reorganization Event, the Option
confers the right to purchase, for each share of Common Stock subject to the
Option immediately prior to the consummation of the Reorganization Event, the
consideration (whether cash, securities or other property) received as a result
of the Reorganization Event by holders of Common Stock for each share of Common
Stock held immediately prior to the consummation of the Reorganization Event
(and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares of
Common Stock); provided, however, that if the consideration received as a result
of the Reorganization Event is not solely common stock of the acquiring or
succeeding corporation (or an affiliate thereof), the Company may, with the
consent of the acquiring or succeeding corporation, provide for the
consideration to be received upon the exercise of Options to consist solely of
common stock of the acquiring or succeeding corporation (or an affiliate
thereof) equivalent in fair market value to the per share consideration received
by holders of outstanding shares of Common Stock as a result of the
Reorganization Event.

          To the extent all or any portion of an Option becomes exercisable
solely as a result of clause (ii) above, the Board may provide that upon
exercise of such Option the Participant shall receive shares subject to a right
of repurchase by the Company or its successor at the Option exercise price; such
repurchase right (x) shall lapse at the same rate as the Option would have
become exercisable under its terms and (y) shall not apply to any shares subject
to the Option that were exercisable under its terms without regard to clause
(ii) above.

          (3) Consequences of a Reorganization Event on Restricted Stock Awards.
Upon the occurrence of a Reorganization Event other than a liquidation or
dissolution of the

As amended, January 31, 2006
Approved by Stockholders March 30, 2006


                                       -7-



Company, the repurchase and other rights of the Company under each outstanding
Restricted Stock Award shall inure to the benefit of the Company's successor and
shall apply to the cash, securities or other property which the Common Stock was
converted into or exchanged for pursuant to such Reorganization Event in the
same manner and to the same extent as they applied to the Common Stock subject
to such Restricted Stock Award. Upon the occurrence of a Reorganization Event
involving the liquidation or dissolution of the Company, except to the extent
specifically provided to the contrary in the instrument evidencing any
Restricted Stock Award or any other agreement between a Participant and the
Company, all restrictions and conditions on all Restricted Stock Awards then
outstanding shall automatically be deemed terminated or satisfied.

     (c) Change in Control Events.

          (1) Definition. A "Change in Control Event" will be deemed to have
occurred if the Continuing Directors (as defined below) cease for any reason to
constitute a majority of the Board. For this purpose, a "Continuing Director"
will include any member of the Board as of the Effective Date (as defined below)
and any individual nominated for election to the Board by a majority of the then
Continuing Directors.

          (2) Consequences of a Change in Control Event on Options.
Notwithstanding any other provision of this Plan to the contrary, if a Change in
Control Event occurs, except to the extent specifically provided to the contrary
in the instrument evidencing any Option or any other agreement between a
Participant and the Company, any options outstanding as of the date such Change
of Control is determined to have occurred and not then exercisable shall become
fully exercisable to the full extent of the original grant.

          (3) Consequences of a Change in Control Event on Restricted Stock
Awards. Notwithstanding any other provision of this Plan to the contrary, if a
Change in Control Event occurs, except to the extent specifically provided to
the contrary in the instrument evidencing any Restricted Stock Award or any
other agreement between a Participant and the Company, all restrictions and
conditions on all Restricted Stock Awards then outstanding shall automatically
be deemed terminated or satisfied.

10.  General Provisions Applicable to Awards

     (a) Transferability of Awards. Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution and, during the life of the Participant, shall be exercisable only
by the Participant. References to a Participant, to the extent relevant in the
context, shall include references to authorized transferees.

     (b) Documentation. Each Award shall be evidenced in such form (written,
electronic or otherwise) as the Board shall determine. Such written instrument
may be in the form of an

As amended, January 31, 2006
Approved by Stockholders March 30, 2006


                                       -8-



agreement signed by the Company and the Participant or a written confirming
memorandum to the Participant from the Company. Each Award may contain terms and
conditions in addition to those set forth in the Plan.

     (c) Board Discretion. Except as otherwise provided by the Plan, each Award
may be made alone or in addition or in relation to any other Award. The terms of
each Award need not be identical, and the Board need not treat Participants
uniformly.

     (d) Termination of Status. The Board shall determine the effect on an Award
of the disability, death, or other change in the employment or other status of a
Participant and the extent to which, and the period during which, the
Participant, or the Participant's legal representative, conservator, guardian or
Designated Beneficiary, may exercise rights under the Award.

     (e) Withholding. Each Participant shall pay to the Company, or make
provision satisfactory to the Company for payment of, any taxes required by law
to be withheld in connection with an Award to such Participant. Except as the
Board may otherwise provide in an Award, for so long as the Common Stock is
registered under the Exchange Act, Participants may satisfy such tax obligations
in whole or in part by delivery of shares of Common Stock, including shares
retained from the Award creating the tax obligation, valued at their Fair Market
Value; provided, however, except as otherwise provided by the Board, that the
total tax withholding where stock is being used to satisfy such tax obligations
cannot exceed the Company's minimum statutory withholding obligations (based on
minimum statutory withholding rates for federal and state tax purposes,
including payroll taxes, that are applicable to such supplemental taxable
income). Shares surrendered to satisfy tax withholding requirements cannot be
subject to any repurchase, forfeiture, unfulfilled vesting or other similar
requirements. The Company may, to the extent permitted by law, deduct any such
tax obligations from any payment of any kind otherwise due to a Participant.

     (f) Amendment of Award. Except as provided in Section 5, the Board may
amend, modify or terminate any outstanding Award, including but not limited to,
substituting therefor another Award of the same or a different type and changing
the date of exercise or realization, provided that the Participant's consent to
such action shall be required unless the Board determines that the action,
taking into account any related action, would not materially and adversely
affect the Participant.

     (g) Conditions on Delivery of Stock. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

As amended, January 31, 2006
Approved by Stockholders March 30, 2006


                                       -9-



     (h) Acceleration. Except as otherwise provided in Section 9(c), the Board
may at any time provide that any Award shall become immediately exercisable in
full or in part, free of some or all restrictions or conditions, or otherwise
realizable in full or in part, as the case may be.

11.  Miscellaneous

     (a) No Right To Employment or Other Status. No person shall have any claim
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

     (b) No Rights As Stockholder. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

     (c) Effective Date and Term of Plan. The Plan shall become effective on the
date on which it is adopted by the Board (the "Effective Date"), but no Award
may be granted unless and until the Plan has been approved by the Company's
stockholders. No Awards shall be granted under the Plan after the completion of
10 years from the earlier of (i) the date on which the Plan was adopted by the
Board or (ii) the date the Plan was approved by the Company's stockholders, but
Awards previously granted may extend beyond that date.

     (d) Amendment of Plan. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time; provided that, to the extent required by
Section 162(m), no Award granted to a Participant that is intended to comply
with Section 162(m) after the date of such amendment shall become exercisable,
realizable or vested, as applicable to such Award, unless and until such
amendment shall have been approved by the Company's stockholders if required by
Section 162(m) (including the vote required under Section 162(m)); and provided
further that, without approval of the Company's stockholders, no amendment may
(1) increase the number of

As amended, January 31, 2006
Approved by Stockholders March 30, 2006


                                      -10-



shares authorized under the Plan (other than pursuant to Section 9), (2)
materially increase the benefits provided under the Plan, (3) materially expand
the class of participants eligible to participate in the Plan, (4) expand the
types of Awards provided under the Plan or (5) make any other changes that
require stockholder approval under the rules of the Nasdaq National Market, Inc.
No Award shall be made that is conditioned upon stockholder approval of any
amendment to the Plan.

     (e) Provisions for Foreign Participants. The Board may modify Awards or
Options granted to Participants who are foreign nationals or employed outside
the United States or establish subplans or procedures under the Plan to
recognize differences in laws, rules, regulations or customs of such foreign
jurisdictions with respect to tax, securities, currency, employee benefit or
other matters.

     (f) Compliance With Code Section 409A. No Award shall provide for deferral
of compensation that does not comply with Section 409A of the Code, unless the
Board, at the time of grant, specifically provides that the Award is not
intended to comply with Section 409A of the Code.

     (g) Governing Law. The provisions of the Plan and all Awards made hereunder
shall be governed by and interpreted in accordance with the laws of the State of
Delaware, without regard to any applicable conflicts of law.

As amended, January 31, 2006
Approved by Stockholders March 30, 2006


                                      -11-