SEMTECH CORP
ARRANGEMENT REGARDING FORM OF BONUSES
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>3
<FILENAME>dex1010.txt
<DESCRIPTION>ARRANGEMENT REGARDING FORM OF BONUSES
<TEXT>
<PAGE>

                                 Exhibit 10.10
                                 -------------

                     Arrangement Regarding Form of Bonuses

Members of Semtech Corporation's senior management, including executive
officers, have the opportunity to defer up to 50% of any bonus that may be
earned for the fiscal year. If a bonus is awarded (in the early part of the next
fiscal year), the deferred portion is converted into stock options instead of
being paid in cash. The conversion is made using a multiplier of four and the
closing market price of Semtech's stock on the day when bonuses are awarded. The
stock options are immediately vested and are subject to the terms and conditions
of the applicable stock option plan and the award agreement.

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</DOCUMENT>
