Form 10-Q CIRRUS LOGIC, INC. For: Jun 26

July 28, 2021 4:03 PM

CIRRUS LOGIC, INC.
2018 LONG TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT FOR NON-EXECUTIVE DIRECTORS

This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of the Date of Grant set forth in the related Notice of Grant of Restricted Stock Units (“Notice of Grant”) by and between Cirrus Logic, Inc., a Delaware corporation (the “Company”), and you as the Participant named in the Notice of Grant (“Participant”):

WHEREAS, the Company, in order to induce you to materially contribute to the success of the Company, agrees to grant you this Award of Restricted Stock Units;

WHEREAS, the Company adopted the Cirrus Logic, Inc. 2018 Long Term Incentive Plan, as it may be amended from time to time (the “Plan”), under which the Company is authorized to grant Awards of Restricted Stock Units to Eligible Persons providing services to the Company and its Affiliates (“Service”)

WHEREAS, a copy of the Plan has been furnished to you and shall be deemed a part of this Agreement as if fully set forth herein and terms capitalized but not defined herein shall have the meaning set forth in the Plan;

WHEREAS, you desire to accept the Award of Restricted Stock Units created pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties agree as follows:

1.The Grant. Subject to the conditions set forth below, the Company hereby grants to you, effective as of the Date of Grant set forth in the Notice of Grant and in accordance with the terms and conditions set forth herein and in the Plan, as a matter of separate inducement but not in lieu of any salary or other compensation for your services for the Company or an Affiliate, an award (the “Award”) consisting of an aggregate number of Restricted Stock Units, whereby each Restricted Stock Unit represents the right to receive one share of Common Stock of the Company following the applicable vesting date, in accordance with the terms and conditions set forth herein and in the Notice of Grant and the Plan.

2.No Shareholder Rights. The Restricted Stock Units granted pursuant to this Agreement do not and shall not entitle you to any rights of a holder of Common Stock (including, without limitation, voting rights or rights to cash dividends) prior to the date shares of Common Stock are issued to you in settlement of the Award. Your rights with respect to the Restricted Stock Units shall remain forfeitable at all times prior to the date on which rights

become vested and the restrictions with respect to the Restricted Stock Units lapse in accordance with Section 5.

3.Forfeiture Restrictions. The Restricted Stock Units are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until the Restricted Stock Units become vested, the restrictions are removed or expire as contemplated in this Agreement, and Common Stock is issued to you as described in Section 4 of this Agreement. The Restricted Stock Units are also restricted in the sense that, as provided in Section 6, they may be forfeited for no consideration to the Company in the event your Service with the Company or an Affiliate terminates before the Restricted Stock Units become vested. The prohibition against transfer and the obligation to forfeit the Restricted Stock Units upon termination of Service as provided in the preceding sentences are herein referred to as the “Forfeiture Restrictions.”

4.Issuance of Common Stock. No shares of Common Stock shall be issued to you prior to the date on which the Restricted Stock Units vest and the Forfeiture Restrictions with respect to the Restricted Stock Units lapse, in accordance with Section 5. As soon as reasonably practicable after the Restricted Stock Units vest pursuant to Section 5, the Company shall cause to be issued to you (including to a brokerage account in your name) Common Stock in settlement of such vested Restricted Stock Units upon receipt by the Company of any required tax withholding, provided that such issuance of Common Stock shall in any event be made no later than March 15 of the year following the calendar year that the Restricted Stock Units vest. The Company shall evidence the Common Stock to be issued in settlement of such vested Restricted Stock Units in the manner it deems appropriate. The value of any fractional share Restricted Stock Units shall be rounded down at the time Common Stock is issued to you in connection with the Restricted Stock Units. No fractional shares of Common Stock, nor the cash value of any fractional shares of Common Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Common Stock shall not bear any interest owing to the passage of time. Neither this Section 4 nor any action taken pursuant to or in accordance with this Section 4 shall be construed to create a trust or a funded or secured obligation of any kind.

5.Vesting; Expiration of Forfeiture Restrictions. The Forfeiture Restrictions on the Restricted Stock Units granted pursuant to the Award will expire as set forth in the Notice of Grant and shares of Common Stock that are non-forfeitable and transferable, except to the extent provided in Section 9 of this Agreement, will be issued to you in settlement of your vested Restricted Stock Units as set forth in Section 4, provided that you remain in the continuous Service of the Company or its Affiliates until the applicable dates or events set forth in the Notice of Grant. Restricted Stock Units which remain subject to the Forfeiture Restrictions will be considered “Nonvested Restricted Stock Units.”

6.Effect of Termination of Service. If your Service with the Company or any Affiliate terminates for any reason, then those Restricted Stock Units for which the Forfeiture Restrictions have not lapsed as of the date of or in connection with such termination shall become null and void and those Nonvested Restricted Stock Units shall be forfeited for no consideration to the Company.

7.Leave of Absence. With respect to the Award, the Company may, in its sole discretion, determine that if you are on leave of absence for any reason, you will be considered to still be in the Service of the Company or an Affiliate, provided that rights to the Restricted Stock Units during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began.

8.Withholding Taxes. The Company may require you to pay to the Company (or the Company’s Affiliate if you are an employee of an Affiliate of the Company), an amount the Company deems necessary to satisfy its or its Affiliate’s current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. To the extent that the receipt of the Restricted Stock Units or the lapse of any Forfeiture Restrictions results in compensation income or wages to you for federal, state, local, or other tax purposes, the Company is authorized to withhold any tax required to be withheld by reason of such resulting compensation income or wages from any cash or stock remuneration (including withholding any Common Stock distributable to you under this Agreement, based on the Fair Market Value on the date the withholding is to be determined, but not in excess of the greatest statutory withholding requirements) then or thereafter payable to you and/or you otherwise agree to deliver such amount of money as the Company may require to meet its or its Affiliate’s tax withholding obligations under applicable laws or regulations. Unless the applicable tax withholding obligations of the Company and its Affiliates are satisfied, the Company shall have no obligation to issue Common Stock pursuant to this Agreement. You acknowledge and agree that the Company is making no representation or warranty as to the tax consequences to you as a result of the receipt of the Restricted Stock Units, the lapse of any Forfeiture Restrictions, or the forfeiture of any Restricted Stock Units pursuant to the Forfeiture Restrictions.

9.Compliance with Law. Notwithstanding any provision of this Agreement to the contrary, any issuance of Common Stock hereunder will be subject to compliance with all applicable requirements of federal, state, and foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Common Stock may then be listed. No Common Stock will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. In addition, Common Stock will not be issued hereunder unless a registration statement under the U.S. Securities Act of 1933, as amended (the “Act”), is at the time of issuance in effect with respect to the shares issued or in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.

You agree that the shares of Common Stock that you may acquire in settlement of any vested Restricted Stock Units will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable securities laws, whether federal, state, or foreign or any other applicable laws.

10.Legends. You agree that the certificates representing shares of Common Stock issued with respect to the Award may bear such legend or legends as the Committee deems appropriate to assure compliance with the terms and provisions of this Agreement and applicable securities laws.

11.Right to Terminate Services. Nothing contained in this Agreement shall confer upon you the right to continue in the employ of or performing services for the Company or any Affiliate, or interfere in any way with the rights of the Company or any Affiliate to terminate your employment or service relationship at any time.

12.Furnish Information. You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any applicable statute or regulation. You further agree to notify the Company upon any change in the residence address indicated on the Notice of Grant.

13.Dispute Resolution. The provisions of this Section shall be the exclusive means of resolving disputes arising out of or relating to the Award, the Notice of Grant, the Plan, and this Agreement. The Company, you, and your assignees (the “parties”) shall attempt in good faith to resolve any disputes arising out of or relating to the Award, the Notice of Grant, the Plan, and this Agreement by negotiation between individuals who have authority to settle the controversy. Negotiations shall be commenced by either party by notice of a written statement of the party’s position and the name and title of the individual who will represent the party. Within thirty (30) days of the written notification, the parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute.

Any controversy, dispute or claim that has not been settled by negotiation within thirty (30) days of the written notification as set forth above shall be finally settled by arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) by three arbitrators. In such event, the claimant will deliver a written notice to the respondent(s) and the AAA initiating arbitration and naming an arbitrator. Within twenty (20) days after receipt of such arbitration notice, the respondent(s) shall name an arbitrator. Within twenty (20) days from the naming of the two arbitrators, the two arbitrators shall name a third arbitrator. If there are multiple claimants and/or multiple respondents, all claimants and/or all respondents shall attempt to agree upon naming their respective arbitrator. If the claimants or respondents, as the case may be, fail to name their respective arbitrator, or if the two arbitrators fail to name a third arbitrator, or if within twenty (20) days after any arbitrator shall resign or otherwise cease to serve as such a replacement arbitrator is not named by the party that originally named such arbitrator, such arbitrator as to which agreement cannot be reached or as to which a timely appointment is not made shall be named by the AAA. The place of arbitration shall be Austin, Texas. The award of the arbitrators may be entered in any court of competent jurisdiction. The costs of the arbitration

shall be shared by the disputing parties equally. Notwithstanding anything to the contrary herein, the arbitrators shall not award nor shall the Company have any liability for any consequential, punitive, special, incidental, indirect or similar damages.

14.No Advice Regarding Award. The Company is not providing any tax, legal, or financial advice with respect to the Award of Restricted Stock Units, your participation in the Plan, or the acquisition or sale of any Common Stock attributable to the Award. You are hereby advised to consult with your own personal tax, legal, and financial advisors regarding participation in the Plan before taking any action related to the Plan.

15.No Liability for Good Faith Determinations. The Company and the members of the Committee and the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Stock Units granted hereunder.

16.Execution of Receipts and Releases. Any payment of cash or any issuance or transfer of shares of Common Stock or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.

17.No Guarantee of Interests. The Board and the Company do not guarantee the Common Stock of the Company from loss or depreciation.

18.Company Records. Records of the Company or its Affiliates regarding your Service and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.

19.Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail (if the parties are in the United States) or upon deposit for delivery by an internationally recognized express mail courier service (for international delivery of notice), with postage and fees prepaid, addressed to the other party at its address as such party may designate in writing from time to time to the other party.

20.Successors. This Agreement shall be binding upon you, your legal representatives, heirs, assigns, legatees and distributees, and upon the Company, its successors and assigns.

21.Severability. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

22.Headings. The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

23.Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the State of Delaware without giving any effect to any conflict of law provisions thereof, except to the extent Delaware law is preempted by federal laws of the United States. The obligation of the Company to issue and deliver Common Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Common Stock.

24.Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related to the Award granted under the Plan or future awards that may be granted under the Plan by electronic means or to request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

25.Word Usage. Words used in the masculine shall apply to the feminine where applicable, and wherever the context of this Agreement dictates, the plural shall be read as the singular and the singular as the plural.

26.Amendment. This Agreement may be amended by the Board or by the Committee at any time (a) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable in light of any addition to or change in any United States federal, state, local or foreign tax or securities law or other law or regulation (including any change in the interpretation or application of any law or regulation by an appropriate governmental authority), which change occurs after the Date of Grant and by its terms applies to the Award; or (b) other than in the circumstances described in clause (a) or provided in the Plan, with your consent.

27.Section 409A. The Restricted Stock Units granted pursuant to the Award are intended to qualify for the “short-term deferral” exemption from Section 409A of the Internal Revenue Code of the United States and shall be construed accordingly. Notwithstanding the preceding sentence, neither the Committee nor the Company or its Affiliates shall be liable for any failure of the Award or any portion thereof to satisfy the requirements for exemption from, or compliance with, Section 409A of the Internal Revenue Code.

28.Unfunded Arrangement. Neither the Notice of Grant, this Agreement, nor the Plan shall give you any security or other interest in any assets of the Company or an Affiliate; rather, your right to the Award is that of a general, unsecured creditor of the Company.

29.Non-U.S. Participants. To the extent that you are a citizen or resident of a country other than the United States, this Agreement is deemed to include and, as applicable be revised and supplemented by the provisions of Exhibit A that apply to Participants outside the United States generally and to Participants located in the jurisdictions set forth therein.

30.Change in Control. In the event of a Change in Control, all Restricted Stock Units shall vest and the shares underlying the Restricted Stock Units will be distributed as set forth in Section 5 above.

31.The Plan. This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan. In the event of any conflict or inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall be controlling.

[Signature Page Follows]

By your signature below, or by your electronic acceptance of this Agreement, you agree to all the terms and conditions of the Award, the Notice of Grant, the Plan, and this Agreement. You acknowledge that you have had the opportunity to review the Plan and this Agreement in their entirety and to obtain the advice of counsel prior to executing this Agreement. You agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Award, the Notice of Grant, the Plan, or this Agreement.

AGREED AND ACCEPTED:

____________________________________
Signature of Participant

____________________________________
Printed Name of Participant

Date: _______________________________

EXHIBIT A

SPECIAL PROVISIONS FOR

PARTICIPANTS OUTSIDE THE U.S.

TERMS AND CONDITIONS

Part A of this Exhibit A, which is part of the Cirrus Logic, Inc. Restricted Stock Unit Agreement (the “Agreement”), includes special terms and conditions that govern the Restricted Stock Units granted to Participants based outside of the United States and in the particular jurisdictions mentioned herein. Unless otherwise defined in this Exhibit A, any capitalized terms used but not defined in this Exhibit A shall have the same meanings given to them in the Agreement and/or the Plan, as applicable.

NOTIFICATIONS

This Exhibit A also includes information regarding securities, exchange control, tax and certain other issues of which the Participant should be aware with respect to his or her participation in the Plan. The information is based on the securities, exchange control, tax and other laws in effect in the respective jurisdictions as of July 2019. Such laws are complex and subject to change. As a result, the Company strongly recommends that the Participant not rely on the information in this Exhibit A as the only source of information relating to the consequences of his or her participation in the Plan because such information may be outdated at the time the Restricted Stock Units vest or the Participant sells any shares of Common Stock issued pursuant to the Restricted Stock Units.

In addition, the information contained in this Exhibit A is general in nature and may not apply to the Participant’s particular situation. The Company is not in a position to assure the Participant of any particular result. Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws apply to the Participant’s situation.

If the Participant is a citizen or resident of a country other than the one in which he or she is currently residing and/or working (or is considered as such for local law purposes), or if the Participant transfers employment and/or residency after the Date of Grant, the terms and conditions and information contained herein may not be applicable to the Participant in the same manner. The Company shall, in its sole discretion, determine to what extent the terms and conditions contained herein shall apply to the Participant in such a case.

A. TERMS AND CONDITIONS APPLICABLE TO ALL JURISDICTIONS

TERMS AND CONDITIONS

32.Responsibility for Taxes. The following provisions replace Section 8 of the Agreement:

33.The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant as a result of participation in the Plan (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount (if any) withheld by the Company or the Employer. The Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Participant shall pay or make arrangements satisfactory to the Company to enable the Company and the Employer to fulfill any withholding obligation for Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, to withhold all applicable Tax-Related Items by one or a combination of the following methods:

i.withholding from the Participant’s wages or other cash compensation otherwise payable to the Participant by the Company and/or the Employer; and/or

ii.requiring the Participant to tender a payment in cash (or the cash equivalent) in an amount equal to the Tax-Related Items to the Company or its designee; and/or

iii.withholding from the proceeds from the sale of shares of Common Stock acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or

iv.withholding in shares of Common Stock to be issued upon settlement of the Restricted Stock Units.

The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including up to the maximum applicable rate in the Participant’s jurisdiction in which case the Participant may receive a refund of any over-withheld amount in cash, without interest, and will not be entitled to the equivalment amount in shares. If the obligation for Tax-Related Items is satisfied by withholding in shares, for tax purposes, the Participant will be deemed to have been issued the full number of shares subject to the vested Restricted Stock Units, notwithstanding that a number of shares that are held back solely for the purpose of paying the Tax-Related Items.

The Company may refuse to issue shares of Common Stock in settlement of the Restricted Stock Units or may refuse to deliver the proceeds of the sale of such shares if the

Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described in this Section.

34.Nature of Grant. In accepting the grant of the Restricted Stock Units, the Participant acknowledges, understands and agrees that:

(a)the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and the Agreement;

(b)the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future Awards, or benefits in lieu of Awards, even if Awards have been granted in the past;

(c)all decisions with respect to any such future Awards, if any, will be at the sole discretion of the Company;

(d)the Participant’s participation in the Plan does not provide the Participant with benefits outside of the Plan;

(e)the Participant’s participation in the Plan is voluntary;

(f)the Restricted Stock Units and the shares of Common Stock subject to the Restricted Stock Units, and the income from and value of same, are an extraordinary item of compensation which is outside the scope of the Participant’s employment contract, if any;

(g)the Restricted Stock Units and the shares of Common Stock subject to the Restricted Stock Units, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, redundancy, holiday pay, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Affiliate;

(h)the Restricted Stock Units the shares of Common Stock subject to the Restricted Stock Units and the income from and value of same, are not intended to replace any pension rights or be granted as compensation or as a bonus for past service;

(i)unless otherwise agreed with the Company, the Restricted Stock Units and the shares of Common Stock subject to the Restricted Stock Units, and the income from and value of same, are not granted as consideration for, or in connection with, any service the Participant may provide as a director of an Affiliate;

(j)the future value of the shares of Common Stock subject to the Restricted Stock Units is unknown, indeterminable and cannot be predicted with certainty;

(k)no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the Participant’s termination of

employment by the Company (for any reason whatsoever and whether or not in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any).

(l)for purposes of the Restricted Stock Units, the Participant’s status as an Eligible Person will be considered terminated as of the date the Participant is no longer actively providing services to the Company or one of its Affiliates (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any) and, unless expressly provided in the Agreement or determined by the Company, the Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Restricted Stock Units; and

(m)neither the Company, the Employer nor any Affiliate shall be liable for any exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting and settlement of the Restricted Stock Units or the subsequent sale of any shares of Stock acquired upon settlement.

35.Data Privacy. Unless otherwise set forth in the Agreement, the Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant's personal data as described in this document and any other Restricted Stock Unit materials by and among, as applicable, the Employer and the Company and its other Affiliates for the exclusive purpose of implementing, administering and managing participation in the Plan. The Participant understands that the Company and the Employer hold certain personal information about the Participant, including, but not limited to, the Participant's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to shares of stock awarded, canceled, settled, exercised, vested, unvested or outstanding in the Participant's favor (“Data”).

The Participant understands that Data will be transferred to E*Trade Corporate Financial Services, Inc. and E*Trade Securities LLC (“E*Trade”), or another independent service provider, which is assisting the Company with the implementation, administration and management of the Plan, that such recipients may be located in the Participant's country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant's country. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing participation in the Plan.

The Participant further understands that Data will be held only as long as is necessary to implement, administer and manage participation in the Plan. The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or withdraw the consents herein by contacting in writing the Participant's local human resources representative. The Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or later seeks to revoke consent, the Participant's employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant Restricted Stock Units or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that withdrawal of consent may affect the Participant's ability to participate in the Plan or to realize benefits from the Restricted Stock Units.

Finally, if applicable and upon request of the Company, the Participant agrees to provide any other executed acknowledgement or data privacy consent form (or any other acknowledgements, agreements or consents) that the Company and/or the Employer may deem necessary to obtain under the data privacy laws in the Participant’s country, either now or in the future. The Participant understands that he or she will not be able to participate in the Plan if he or she fails to execute any such acknowledgement, agreement or consent requested by the Company and/or the Employer.

36.Dispute Resolution. The following provisions replace Section 13 of the Agreement:

The provisions of this Section shall be the exclusive means of resolving disputes arising out of or relating to the Restricted Stock Units, the Notice of Grant, the Plan, and this Agreement. The Company, the Participant, and his or her assignees (the “parties”) shall attempt in good faith to resolve any disputes arising out of or relating to the Restricted Stock Units, the Notice of Grant, the Plan, and this Agreement by negotiation between individuals who have authority to settle the controversy. Negotiations shall be commenced by either party by notice of a written statement of the party’s position and the name and title of the individual who will represent the party. Within thirty (30) days of the written notification, the parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute.

Any dispute arising under this Agreement shall be resolved by binding and non-appealable arbitration under the rules of the International Centre for Dispute Resolution (“ICDR”). The arbitration shall be conducted by a single arbitrator chosen by the parties or, if the parties cannot agree upon a single arbitrator within thirty (30) days, then by a single arbitrator appointed by the ICDR. The arbitration shall take place Austin, Texas, U.S.A., and shall be conducted in the English language. The arbitration costs shall be divided such that each party shall pay its own attorney’s fees and any other costs shall be borne equally by the parties.

37.Language. The Participant acknowledges that he or she is proficient in the English language and understands the terms of the Agreement. If the Participant has received the Agreement or any other document related to the Plan translated into a language other than

English and if the translated version is different than the English version, the English version will control.

38.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Restricted Stock Units and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

39.Foreign Asset/Account Reporting Requirements. The Participant acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect the Participant’s ability to acquire or hold shares of Common Stock acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on shares of Common Stock acquired under the Plan) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in the Participant’s country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to the Participant’s country through a designated bank or broker within a certain time after receipt. The Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and the Participant is advised to speak to his or her personal advisor on this matter.

40.Insider Trading Restrictions/Market Abuse Laws. The Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions including, but not limited to, the United States and Participant's country, which may affect his or her ability to acquire or sell shares of Common Stock or rights to shares of Common Stock under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions, and that the Participant should speak to his or her personal advisor on this matter.

B. JURISDICTION-SPECIFIC PROVISIONS

EUROPEAN UNION / EUROPEAN ECONOMIC AREA / UNITED KINGDOM

TERMS AND CONDITIONS

Data Privacy. The following provisions replace the Data Privacy section of this Exhibit A:

Certain personal information about the Participant, including, but not limited to, the Participant's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to shares of stock awarded, canceled, settled, exercised, vested, unvested or outstanding in the Participant's favor (“Personal Data”) will be collected, processed and transferred by and among, as applicable, the Employer and the Company and its other Affiliates for the exclusive purpose of implementing, administering and managing participation in the Plan, in furtherance of their legitimate business interests, and where necessary to comply with their legal obligations. Personal Data will also be transferred to certain independent service providers engaged in connection with the implementation, administration and management of the Plan, including E*Trade Corporate Financial Services, Inc. and E*Trade Securities LLC (“E*Trade”), and Computershare Limited. Further information on the Company's basis for the processing, transfer and safeguarding of Personal Data, is detailed in the Company’s Stock Plan Privacy Notice, which Participants should read prior to accepting any Award. This Stock Plan Privacy Notice is available to Participants via their E*Trade accounts, or can otherwise be viewed, together with applicable Employer Data Protection Policies and employee Privacy Notices, on the Company intranet (ICE). Copies of all such policies or notices can also be obtained, on request, from the Company’s Legal Department.

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CHINA

TERMS AND CONDITIONS

Issuance of Common Stock.

The following provision supplements Section 4 of the Agreement:

The Participant understands and agrees that any shares of Common Stock acquired upon the vesting of the Restricted Stock Units will be sold as soon as practicable after issuance. If, in its sole discretion, the Company does not require the immediate sale of shares of Common Stock issuable upon vesting of the Restricted Stock Units, as described in the preceding sentence, the Participant understands and agrees that (i) the Participant must maintain shares of Common Stock acquired under the Plan in an account maintained by the Company's designated broker and (ii) any shares acquired by the Participant under the Plan must be sold no later than ninety (90) days after the Participant’s termination of employment, or within any other such time frame as the Company determines to be necessary or advisable for legal or administrative reasons. The Participant understands that any shares of Common Stock acquired by the Participant under the

Plan that have not been sold within the required deadline will be automatically sold by the Company's designated broker at the Company’s direction, pursuant to this authorization by the Participant. The Participant agrees that the Company is authorized to instruct the designated broker to assist with the mandatory sale of such shares (on the Participant’s behalf pursuant to this authorization), and the Participant expressly authorizes the designated broker to complete the sale of such shares. The Participant also agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the designated broker) to effectuate the sale of the shares of Common Stock (including, without limitation, as to the transfers of the proceeds and other exchange control matters noted below) and shall otherwise cooperate with the Company with respect to such matters, provided that the Participant shall not be permitted to exercise any influence over how, when or whether the sales occur. The Participant acknowledges that the designated broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price. In any event, when shares of Common Stock acquired under the Plan are sold, the proceeds of the sale of the shares of Common Stock, less any Tax-Related Items and brokerage fees or commissions, will be remitted to the Participant in accordance with applicable exchange control laws and regulations.

Exchange Control Restrictions. The Participant understands and agrees that he or she will be required to immediately repatriate any funds received in connection with the Plan (e.g., proceeds from the sale of shares of Common Stock, any cash dividends or dividend equivalents). The Participant further understands that the repatriation of such funds may need to be effected through a special exchange control account established by the Company or an Affiliate and the Participant hereby consents and agrees that such funds may be transferred to such special account prior to being delivered to the Participant’s personal account.

The Participant also understands that the Company will deliver any funds received under the Plan as soon as practicable, but there may be delays in distributing the funds due to exchange control requirements in China. Funds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion. If funds are paid in U.S. dollars, the Participant will be required to set up a U.S. dollar bank account in China so that the funds may be deposited into this account. If the funds are paid in local currency, the Company may face delays in converting the funds to local currency. Due to fluctuations in the price of the Common Stock and/or applicable exchange rates, the amount of proceeds ultimately distributed to the Participant may be more or less than the market value of the shares of Common Stock at vesting. The Participant understands and agrees that neither the Company nor any Affiliate is responsible for the amount of any loss the Participant may incur and that the Company and its Affiliates assume no liability for any fluctuations in the price of the shares of Common Stock and/or any applicable exchange rate. The Participant also agrees to cooperate with the Company with respect to any exchange control matters.

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FINLAND

There are no country-specific provisions.

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HONG KONG

TERMS AND CONDITIONS

Issuance of Common Stock. The following provision supplements Section 4 of the Agreement:

Notwithstanding any discretion contained in the Plan, in no event shall Restricted Stock Units be satisfied by the delivery of cash or a combination of cash and Common Stock.

If, for any reason, the Restricted Stock Units vest and shares of Common Stock are issued to the Participant within six (6) months of the Date of Grant, the Participant agrees that the Participant will not dispose of the shares of Common Stock prior to the six-month anniversary of the Date of Grant.

NOTIFICATIONS

Securities Law Information. This offer of the Restricted Stock Units and the shares of Common Stock to be issued upon vesting of the Restricted Stock Units are available only to Participants (as defined in the Plan) and are not a public offer of securities. The Agreement (including this Exhibit A), the Plan and other communication materials associated with the offer have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, nor have the documents been reviewed by any regulatory authority in Hong Kong. The Agreement and any related documentation are intended only for the personal use of each Participant and may not be distributed to any other person. The Participant is advised to exercise caution in relation to the offer. If the Participant is in any doubt about any of the contents of the offer documents, the Participant should obtain independent professional advice.

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PHILIPPINES

TERMS AND CONDITIONS

Issuance of Common Stock.

The following provision replaces Section 4 of the Agreement:

41.No shares of Common Stock or any cash amount shall be issued to the Participant prior to the date on which the Restricted Stock Units vest and the Forfeiture Restrictions with respect to the Restricted Stock Units lapse, in accordance with Section 5. As soon as reasonably practicable after the Restricted Stock Units vest pursuant to Section 5, the Company shall cause to be issued to the Participant a cash amount equivalent to the market value of the shares of Common Stock subject to the vested Restricted Stock Units according to such procedures as the Company may establish from time to time, including through local payroll, and less any Tax-Related Items required to be withheld. No shares of Common Stock will be issued to the Participant and any

reference in the Agreement to shares of Common Stock being issued to the Participant shall be interpreted accordingly. The value of any Restricted Stock Units that would result in a fractional share (if shares were to be issued in settlement of the Restricted Stock Units) shall be rounded down to the value of a whole share at the time the cash payment is made to the Participant. No cash value of any fractional shares of Common Stock subject to the Restricted Stock Units will be payable to the Participant pursuant to this Agreement. Neither this Section 4 nor any action taken pursuant to or in accordance with this Section 4 shall be construed to create a trust or a funded or secured obligation of any kind. The Participant also agrees to cooperate with the Company with respect to any exchange control matters.

If the Company determines that shares of Common Stock may be issued in settlement of vested Restricted Stock Units, Section 4 of the Agreement shall instead be supplemented by the following provision:

No shares of Common Stock will be issued upon vesting of the Restricted Stock Units unless the issuance of shares complies with all applicable laws and regulations as determined by the Company. The risks of participating in the Plan include (without limitation) the risk of fluctuation in the price of the shares of Common Stock on the Nasdaq Stock Exchange and the risk of currency fluctuations between the U.S. Dollar and the Participant's local currency. The value of any shares of Common Stock that may be acquired under the Plan may decrease below the value of the shares of Common Stock at vesting and fluctuations in foreign exchange rates between the Participant's local currency and the U.S. Dollar may affect the value of any amounts due to the Participant pursuant to the subsequent sale of any shares of Common Stock acquired upon vesting. The Company is not making any representations, projections or assurances about the value of the shares of Common Stock now or in the future.

For further information on risk factors impacting the Company’s business that may affect the value of the shares of Common Stock, the Participant may refer to the risk factors discussion in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are filed with the U.S. Securities and Exchange Commission and are available online at www.sec.gov as well as on the Company’s “Investor Relations” website at

https://investor.cirrus.com/home/default.aspx.

The Participant is permitted to sell shares of Common Stock acquired under the Plan through the Plan broker appointed by the Company (currently, E*Trade) or such other broker to whom the Participant may transfer the shares of Common Stock, provided that such sale takes place outside of the Philippines through the facilities of the Nasdaq Stock Exchange on which the shares of Common Stock are listed.

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SOUTH KOREA

NOTIFICATIONS

Foreign Asset/Account Reporting Information. Korean residents must declare all foreign financial accounts (e.g., brokerage accounts, bank accounts) to the Korean tax authorities and file a report with respect to such accounts if the value of such accounts exceeds KRW 500 million (or an equivalent amount in foreign currency) on any month-end date during the calendar year. The Participant should consult with his or her personal tax advisor to ensure compliance with applicable reporting obligations.

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SPAIN

TERMS AND CONDITIONS

Nature of Grant. The following provisions supplement the Nature of Grant section of this Exhibit A:

By accepting the Restricted Stock Units, the Participant consents to participate in the Plan and acknowledges having received a copy of the Plan.

The Participant understands that, as a condition of the grant of the Restricted Stock Units, the termination of the Participant’s employment for any reason will automatically result in the forfeiture of any and all Restricted Stock Units that have not vested as of the date of termination. In particular, the Participant understands and agrees that any unvested Restricted Stock Units will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a termination of the Participant’s employment prior to vesting by reason of, including, but not limited to: death, disability, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985.

Furthermore, the Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the Restricted Stock Units under the Plan to individuals who may be Eligible Persons throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliate on an ongoing basis (other than as set forth in this Agreement and the Plan). Consequently, the Participant understands that the Restricted Stock Units are granted on the assumption and condition that the Restricted Stock Units and the related shares of Common Stock shall not become a part of any employment or contract (either with the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the grant of the Restricted Stock Units would not be made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of Restricted Stock Units shall be null and void.

NOTIFICATIONS

Securities Law Information. No “afer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the grant of the Restricted Stock Units under the Plan. This Agreement and the Plan have not been nor will they be registered with the Comisión Nacional del Mercado de Valores, and do not constitute a public offering prospectus.

Exchange Control Information. The Participant must declare the acquisition, ownership and disposition of stock in a foreign company (including shares of Common Stock acquired under the Plan) to the Spanish Dirección General de Comercio e Inversiones (the “DGCI”), the Bureau for Commerce and Investments, which is a department of the Ministry of Economy and Competitiveness, for statistical purposes. Generally, the declaration must be filed in January for Shares acquired or sold during (or owned as of December 31) the prior year; however, if the value of the shares acquired under the Plan or the amount of the sale proceeds exceeds €1,502,530, the declaration must be filed within one month of the acquisition or sale, as applicable.

The Participant may be required to declare electronically to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including shares of Common Stock acquired under the Plan), and any transactions with non-Spanish residents (including any payment of cash or shares of Common Stock made by the Company) depending on the value of the transactions during the relevant year or the balances in such accounts and the value of such instruments as of December 31 of the relevant year. The Participant should consult with his or her personal legal advisor regarding the applicable thresholds and corresponding reporting requirements.

Foreign Asset/ Account Reporting Information. The Participant is required to report assets or rights deposited or held outside of Spain (including the shares of Common Stock acquired under the Plan or cash proceeds from the sale of the shares of Common Stock acquired under the Plan) if the value per type of asset or right exceeds a certain threshold. This obligation applies to assets and rights held as of December 31 and requires that information on such assets and rights be included in the Participant’s tax return filed with the Spanish tax authorities for such year. After such assets or rights are initially reported, the reporting obligation will apply for subsequent years only if the value of any previously reported asset or right increases by more than a certain threshold or if ownership of such asset or right is transferred or relinquished during the year. The Participant should consult with his or her personal tax advisor regarding the applicable thresholds and corresponding reporting requirements.

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TAIWAN

NOTIFICATIONS

Securities Law Information. The grant of the Restricted Stock Units (and the issuance, if any, of the underlying shares) is available only to Eligible Persons. It is not a public offer of securities by a Taiwanese company. Therefore, it is exempt from registration in Taiwan.

Exchange Control Information. The Participant may remit foreign currency (including proceeds from the sale of shares of Common Stock and the receipt of any dividends) into Taiwan with a transaction amount of up to US$5,000,000 per year. If the transaction amount is TWD500,000 or more in a single transaction, the Participant must submit a foreign exchange transaction form and also provide supporting documentation to the satisfaction of the handling bank.

If the transaction amount is US$500,000 or more, the Participant may be required to provide additional supporting documentation to the satisfaction of the bank. The Participant should consult with his or her personal advisor to ensure compliance with applicable exchange control laws in Taiwan.

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UNITED KINGDOM

TERMS AND CONDITIONS

Responsibility for Taxes. The following provisions supplement the Responsibility for Taxes section of this Exhibit A:

Without limitation to the foregoing provisions, the Participant hereby agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or if different, the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also hereby agrees to indemnify and keep indemnified the Company and, if different, the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf.

However, if the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply. In the event that the Participant is a director or executive officer of the Company and the income tax is not collected from or paid by the Participant within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and National Insurance contributions (“NICs”) may be payable. The Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any employee NICs due on this additional benefit.

CIRRUS LOGIC, INC.
2018 LONG TERM INCENTIVE PLAN

STOCK OPTION AGREEMENT FOR NON-EXECUTIVE DIRECTORS

This Stock Option Agreement (this “Agreement”) is made and entered into as of the Date of Grant set forth in the related Notice of Grant of Stock Option (“Notice of Grant”) by and between Cirrus Logic, Inc., a Delaware corporation (the “Company”), and you as the Participant named in the Notice of Grant (“Participant”):

WHEREAS, the Company, in order to induce you to materially contribute to the success of the Company, agrees to grant you an option to acquire an interest in the Company through the purchase of shares of common stock of the Company;

WHEREAS, the Company adopted the Cirrus Logic, Inc. 2018 Long Term Incentive Plan, as it may be amended from time to time (the “Plan”), under which the Company is authorized to grant stock options to Eligible Persons providing services to the Company and its Affiliates (“Service”);

WHEREAS, you desire to accept the option created pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties agree as follows:

1.The Grant. Subject to the conditions set forth below, the Company hereby grants to you, effective as of the Date of Grant set forth in the Notice of Grant, as a matter of separate inducement and not in lieu of any salary or other compensation for your services to the Company or an Affiliate, the right and option to purchase (the “Option”), in accordance with the terms and conditions set forth herein and in the Plan, an aggregate of the number of shares of Common Stock set forth in the Notice of Grant (the “Option Shares”), at the Exercise Price set forth in the Notice of Grant (the “Exercise Price”).

2.Exercise.

(a)Subject to the relevant provisions and limitations contained herein and in the Plan, you may exercise the Option to purchase all or a portion of the applicable number of Vested Shares at any time prior to the termination of the Option pursuant to this Agreement. Option Shares shall be deemed “Nonvested Shares” unless and until they have become “Vested Shares” in accordance with the vesting schedule set forth in the Notice of Grant, provided that

you remain in the Service of the Company or its Affiliates until the applicable dates set forth therein. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share. For administrative or other reasons, the Company may from time to time suspend the ability to exercise options for limited periods of time, and the Committee may provide for reasonable limitations on the number of requested exercises during any monthly or weekly period.

(b)Any exercise of the Option by you shall be made by delivery to the Company’s stock plan administrator of a completed notice of exercise in such form as may be prescribed by the Committee, which shall specify the number of Option Shares in respect of which the Option is being exercised and such other information and/or representations as may be required by the Committee, and payment of the aggregate Exercise Price for the Option Shares purchased pursuant to the exercise.

(c)Payment of the Exercise Price may be made, at your election, with the approval of the Company, in cash, by certified or official bank check or by wire transfer of immediately available funds, by delivery to the Company of a number of shares of Common Stock having a Fair Market Value as of the date of exercise equal to the Exercise Price (provided that such Common Stock used for this purpose must have been held by you for such minimum period of time as may be established from time to time by the Committee), through a “cashless exercise” in accordance with a Company established policy or program for the same, or any combination of the foregoing.

(d)If you are on leave of absence for any reason, the Company may, in its sole discretion, determine that you will be considered to still be in the Service of the Company, provided that, except as otherwise determined by the Committee, rights to the Option will be limited to the extent to which those rights were earned or vested when the leave of absence began.

(e)The Option shall in all events terminate at the close of business on the Expiration Date set forth in the Notice of Grant (the “Expiration Date”).

3.Effect of Termination of Service on Exercisability. To the extent that this Option is exercisable for Vested shares as of the date your Service terminates for any reason, this Option may be exercised by you (or your estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death) as follows:

(a)Termination on Account of Disability. If your Service with the Company or any Affiliate terminates by reason of disability (within the meaning of section 22(e)(3) of the Internal Revenue Code of the United States (the “Code”)), this Option may be exercised by you (or your estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death) at any time during the period ending on the earlier to occur of (i) the date that is twelve (12) months following such termination, or (ii) the Expiration Date. You will not be considered to have terminated your

Service by reason of disability unless you furnish proof of such impairment sufficient to satisfy the Committee in its discretion.

(b)Termination on Account of Death. If your Service with the Company or any Affiliate terminates by reason of your death, your estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death, may exercise this Option at any time during the period ending on the earlier to occur of (i) the date that is twelve (12) months following your death, or (ii) the Expiration Date.

(c)Termination for any Other Reason. If your Service with the Company or any Affiliate terminates for any reason other than as described in Sections 3(a) or (b), this Option may be exercised by you at any time during the period ending on the earlier to occur of (i) the date that is three (3) months following your termination, or (ii) the Expiration Date, or by your estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death) during a period of twelve (12) months following your death if you die during such three-month period.

4.Non-Transferability. The Option, and any rights or interests therein, may not be transferred in any manner except by will or the laws of descent and distribution or to the extent approved by the Committee in accordance with the terms of the Plan.

5.Compliance with Law. Notwithstanding any provision of this Agreement to the contrary, the grant of the Option and the issuance of Common Stock will be subject to compliance with all applicable requirements of United States federal, state, and foreign securities laws and with the requirements of any stock exchange or market system upon which the Common Stock may then be listed. The Option may not be exercised if the issuance of shares of Common Stock upon exercise would constitute a violation of any applicable United States federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. In addition, the Option may not be exercised unless (1) a registration statement under the U.S. Securities Act of 1933, as amended (the “Act”), is at the time of exercise of the Option in effect with respect to the shares issuable upon exercise of the Option or (2) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act. YOU ARE CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, YOU MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Option, the Company may

require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.

6.Extension if Exercise Prevented by Law. Notwithstanding Section 3, if the exercise of the Option within the applicable time periods set forth in Section 3 is prevented by the provisions of Section 5, the Option will remain exercisable until 30 days after the date you are notified by the Company that the Option is exercisable, but in any event no later than the Expiration Date. The Company makes no representation as to the tax consequences of any such delayed exercise. You should consult with your own tax advisor as to the tax consequences of any such delayed exercise.

7.Extension if You are Subject to Section 16(b). Notwithstanding Section 3, if a sale within the applicable time periods set forth in Section 3 of shares acquired upon the exercise of the Option would subject you to suit under Section 16(b) of the U.S. Securities Exchange Act of 1934, as amended, the Option will remain exercisable until the earliest to occur of (1) the 10th day following the date on which a sale of such shares by you would no longer be subject to such suit, (2) the 190th day after your termination of Service with the Company and any Affiliate, or (3) the Expiration Date. The Company makes no representation as to the tax consequences of any such delayed exercise. You should consult with your own tax advisor as to the tax consequences of any such delayed exercise.

8.Withholding Taxes. The Committee may, in its discretion, require you to pay to the Company at the time of the exercise of an Option or thereafter, the amount that the Committee deems necessary to satisfy the Company’s current or future obligation to withhold United States federal, state, local, foreign income or other taxes that you incur by exercising an Option. In connection with such an event requiring tax withholding, you may direct the Company to withhold from the shares of Common Stock to be issued to you the number of shares necessary to satisfy the Company’s obligation to withhold taxes, that determination to be based on the shares’ Fair Market Value as of the date of exercise; deliver to the Company sufficient shares of Common Stock (based upon the Fair Market Value as of the date of such delivery) to satisfy the Company’s tax withholding obligation; or deliver sufficient cash to the Company to satisfy its tax withholding obligations. If you elect to use a Common Stock withholding feature you must make the election at the time and in the manner that the Committee prescribes. The Committee may, at its sole option, deny your request to satisfy withholding obligations through shares of Common Stock instead of cash. In the event the Committee subsequently determines that the aggregate Fair Market Value (as determined above) of any shares of Common Stock withheld or delivered as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you shall pay to the Company, immediately

upon the Committee’s request, the amount of that deficiency in the form of payment requested by the Committee.

9.Status of Common Stock. With respect to the status of the Common Stock, at the time of execution of this Agreement you understand and agree to all of the following:

(a)You agree that the shares of Common Stock that you may acquire by exercising this Option will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable securities laws, whether federal, state, local or foreign. You also agree that the certificates representing the shares of Common Stock purchased under this Option may bear such legend or legends as the Committee deems appropriate to assure compliance with applicable securities laws.

(b)You agree that (1) the Company may refuse to register the transfer of the shares of Common Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law and (2) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Common Stock purchased under this Option.

10.Notice of Sales Upon Disqualifying Disposition of ISO. If the Option is designated as an Incentive Stock Option in the Notice of Grant, you must comply with the provisions of this Section. You must promptly notify the Company in writing if you dispose of any of the shares acquired pursuant to the Option within one year after the date you exercise all or part of the Option or within two years after the Date of Grant. Until such time as you dispose of such shares in a manner consistent with the provisions of this Agreement, unless otherwise expressly authorized by the Company, you must hold all shares acquired pursuant to the Option in your name (and not in the name of any nominee) for the one-year period immediately after the exercise of the Option and the two-year period immediately after the Date of Grant. At any time during the one-year or two-year periods set forth above, the Company may place a legend on any certificate representing shares acquired pursuant to the Option requesting the transfer agent for the Company’s stock to notify the Company of any such transfers. Your obligation to notify the Company of any such transfer will continue notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence.

12.Furnish Information. You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other

requirement imposed upon the Company by or under any applicable statute or regulation. You further agree to notify the Company upon any change in the residence address indicated on the Notice of Grant.

13.Dispute Resolution. The provisions of this Section shall be the exclusive means of resolving disputes arising out of or relating to the Notice of Grant, the Plan, the Option and this Agreement. The Company, you, and your assignees pursuant to Sections 3 and 4 (the “parties”) shall attempt in good faith to resolve any disputes arising out of or relating to the Notice of Grant, the Plan, the Option and this Agreement by negotiation between individuals who have authority to settle the controversy. Negotiations shall be commenced by either party by notice of a written statement of the party’s position and the name and title of the individual who will represent the party. Within thirty (30) days of the written notification, the parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute.

14.Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail (if the parties are in the United States) or upon deposit for delivery by an internationally recognized express mail courier service (for international delivery of notice), with postage and fees prepaid, addressed to the other party at its address as such party may designate in writing from time to time to the other party.

15.No Advice Regarding Option. The Company is not providing any tax, legal, or financial advice with respect to the Option, your participation in the Plan, or the

acquisition or sale of any Common Stock attributable to the Option. You are hereby advised to consult with your own personal tax, legal, and financial advisors regarding participation in the Plan before taking any action related to the Plan.

16.No Liability for Good Faith Determinations. The Company and the members of the Committee and the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Option granted hereunder.

17.Execution of Receipts and Releases. Any payment of cash or any issuance or transfer of shares of Common Stock or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.

18.No Guarantee of Interests. The Board and the Company do not guarantee the Common Stock of the Company from loss or depreciation.

19.Company Records. Records of the Company regarding your Service and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.

20.Successors. This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.

22.Headings. The titles and headings of paragraphs are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

23.Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the State of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware law is preempted by United States federal law. The obligation of the Company to sell and deliver Common Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in

connection with the authorization, issuance, sale, or delivery of such Common Stock.

24.Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related to the Option granted under the Plan or future options that may be granted under the Plan by electronic means or to request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

26.Non-U.S. Participants. To the extent that you are a citizen or resident of a country other than the United States, this Agreement is deemed to include and, as applicable be revised and supplemented by the provisions of Exhibit A that apply to Participants outside the United States generally and to Participants located in the jurisdictions set forth therein.

27.Change in Control. In the event of a Change in Control, all Options shall vest and will become Vested Shares as set forth in Section 2 above.

28.Miscellaneous.

(a)This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan. In the event of any conflict or inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall be controlling.

(b)The Option may be amended by the Board or by the Committee at any time if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable in light of any addition to or change in any United States federal, state, local, or foreign, tax or securities law or other law or regulation, which change occurs after the Date of Grant and by its terms applies to the Option; or other than in the circumstances described in clause (i) or provided in the Plan, with your consent.

(c)If this Option is designated as an Incentive Stock Option in the Notice of Grant, then in the event the Option Shares (and all other options granted to you by the Company or any parent of the Company or subsidiary that are designated as incentive stock options within the meaning of section 422 of the Code) that first become exercisable in any calendar year have an aggregate fair market value (determined for each Option Share as of the Date of Grant) that exceeds $100,000, the Option Shares in excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option.

By your signature below, or by your electronic acceptance of this Agreement, you agree to all the terms and conditions of the Option, the Plan, and this Agreement. You acknowledge that you have had the opportunity to review the Plan and this Agreement in their entirety and to obtain the advice of counsel prior to executing this Agreement. You agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Option, the Plan, or this Agreement.

AGREED AND ACCEPTED:

____________________________________
Signature of Participant

____________________________________
Printed Name of Participant

Date: _______________________________

EXHIBIT A

SPECIAL PROVISIONS FOR

PARTICIPANTS OUTSIDE THE U.S.

TERMS AND CONDITIONS

Part A of this Exhibit A, which is part of the Cirrus Logic, Inc. Stock Option Agreement (the “Agreement”), includes special terms and conditions that govern the Option granted to Participants based outside of the United States and in the particular jurisdictions mentioned herein. Unless otherwise defined in this Exhibit A, any capitalized terms used but not defined in this Exhibit A shall have the same meanings given to them in the Agreement and/or the Plan, as applicable.

NOTIFICATIONS

This Exhibit A also includes information regarding securities, exchange control, tax and certain other issues of which the Participant should be aware with respect to his or her participation in the Plan. The information is based on the securities, exchange control, tax and other laws in effect in the respective jurisdictions as of July 2019. Such laws are complex and subject to change. As a result, the Company strongly recommends that the Participant not rely on the information in this Exhibit A as the only source of information relating to the consequences of his or her participation in the Plan because such information may be outdated at the time the Option vests or is exercised or the Participant sells any shares of Common Stock issued pursuant to the Option.

If the Participant is a citizen or resident of a country other than the one in which he or she is currently residing and/or working, (or is considered as such for local law purposes), or if the Participant transfers employment and/or residency after the Date of Grant, the terms and conditions and information contained herein may not be applicable to the Participant in the same manner. The Company shall, in its sole discretion, determine to what extent the terms and conditions contained herein shall apply to the Participant in such a case.

A. TERMS AND CONDITIONS APPLICABLE TO ALL JURISDICTIONS

TERMS AND CONDITIONS

1.Responsibility for Taxes. The following provisions replace Section 8 of the Agreement:

The Participant acknowledges that, regardless of any action taken by the Company, or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant as a result of participation in the Plan (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount (if any) withheld by the Company or the Employer. The Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

i.withholding from the Participant’s wages or other cash compensation otherwise payable to the Participant by the Company and/or the Employer; and/or

ii.requiring the Participant to tender a payment in cash (or the cash equivalent) in an amount equal to the Tax-Related Items to the Company or its designee; and/or

iii.withholding from the proceeds from the sale of shares of Common Stock acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent).

The Company may refuse to issue shares of Common Stock upon exercise of the Option or may refuse to deliver the proceeds of the sale of such shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described in this Section.

2.Nature of Grant. In accepting the grant of the Option, the Participant acknowledges, understands and agrees that:

(b)the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future Awards, or benefits in lieu of Awards, even if Awards have been granted in the past;

(c)all decisions with respect to any such future Awards, if any, will be at the sole discretion of the Company;

(d)the Participant’s participation in the Plan does not provide the Participant with benefits outside of the Plan;

(e)the Participant’s participation in the Plan is voluntary;

(f)the Option and the shares of Common Stock subject to the Option, and the income from and value of same, are an extraordinary item of compensation which is outside the scope of the Participant’s employment contract, if any;

(g)the Option and the shares of Common Stock subject to the Option and the income from and value of same are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, redundancy, holiday pay, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Affiliate;

(h)the Option the shares of Common Stock subject to the Option and the income from and value of same, are not intended to replace any pension rights or be granted as compensation or as a bonus for past service;

(i)unless otherwise agreed with the Company, the Option and the shares of Common Stock subject to the Option, and the income from and value of same, are not granted as consideration for, or in connection with, any service the Participant may provide as a director of an Affiliate;

(j)the future value of the shares of Common Stock subject to the Option is unknown, indeterminable and cannot be predicted with certainty; if the Participant exercises the Option and obtains shares, the value of those shares may increase or decrease, even below the Exercise Price; if the underlying shares do not increase in value, the Option will have no value;

(k)no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the Participant’s termination of employment by the Company (for any reason whatsoever and whether or not in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any).

(l)for purposes of the Option, the Participant’s status as an Eligible Person will be considered terminated as of the date the Participant is no longer actively providing services to the Company or one of its Affiliates (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any) and, unless expressly provided in the Agreement or determined by the Company, the Participant’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Option; and

(m)neither the Company, the Employer nor any Affiliate shall be liable for any exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to the Participant pursuant to the vesting and settlement of the Option or the subsequent sale of any shares of Stock acquired upon exercise.

3.Data Privacy. Unless otherwise set forth in the Agreement, the Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant's personal data as described in this document and any other Option materials by and among, as applicable, the Employer and the Company and its other Affiliates for the exclusive purpose of implementing, administering and managing participation in the Plan. The Participant understands that the Company and the Employer hold certain personal information about the Participant, including, but not limited to, the Participant's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Options or any other entitlement to shares of stock awarded, canceled, settled, exercised, vested, unvested or outstanding in the Participant's favor (“Data”).

The Participant further understands that Data will be held only as long as is necessary to implement, administer and manage participation in the Plan. The Participant understands

that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or withdraw the consents herein by contacting in writing the Participant's local human resources representative. The Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or later seeks to revoke consent, the Participant's employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant the Option or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that withdrawal of consent may affect the Participant's ability to participate in the Plan or to realize benefits from the Option.

4.Dispute Resolution. The following provisions replace Section 13 of the Agreement:

The provisions of this Section shall be the exclusive means of resolving disputes arising out of or relating to the Option, the Notice of Grant, the Plan, and this Agreement. The Company, the Participant, and his or her assignees (the “parties”) shall attempt in good faith to resolve any disputes arising out of or relating to the Option, the Notice of Grant, the Plan, and this Agreement by negotiation between individuals who have authority to settle the controversy. Negotiations shall be commenced by either party by notice of a written statement of the party’s position and the name and title of the individual who will represent the party. Within thirty (30) days of the written notification, the parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute.

5.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan, or his or her acquisition or sale of the underlying shares of Common Stock. The Employee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

6.Language. The Participant acknowledges that he or she is proficient in the English language and understands the terms of the Agreement. If the Participant has received the Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.

7.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Option and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

8.Foreign Asset/Account Reporting Requirements. The Participant acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect the Participant’s ability to acquire or hold shares of Common Stock acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on shares of Common Stock acquired under the Plan) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in the Participant’s country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to the Participant’s country through a designated bank or broker within a certain time after receipt. The Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and the Participant is advised to speak to his or her personal advisor on this matter.

9.Insider Trading Restrictions/Market Abuse Laws. The Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions including, but not limited to, the United States and Participant's country, which may affect his or her ability to acquire or sell shares of Common Stock or rights to shares of Common Stock under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions, and that the Participant should speak to his or her personal advisor on this matter.

B. JURISDICTION-SPECIFIC PROVISIONS

EUROPEAN UNION/EUROPEAN ECONOMIC AREA/UNITED KINGDOM

TERMS AND CONDITIONS

Data Privacy. The following provisions replace the Data Privacy section of this Exhibit A:

Certain personal information about the Participant, including, but not limited to, the Participant's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Options or any other entitlement to shares of stock awarded, canceled, settled, exercised, vested, unvested or outstanding in the Participant's favor (“Personal Data”) will be collected, processed and transferred by and among, as applicable, the Employer and the Company and its other Affiliates for the exclusive purpose of implementing, administering and managing participation in the Plan, in furtherance of their legitimate business interests, and where necessary to comply with their legal obligations. Personal Data will also be transferred to certain independent service providers engaged in connection with the implementation, administration and management of the Plan, including E*Trade Corporate Financial Services, Inc. and E*Trade Securities LLC (“E*Trade”), and Computershare Limited. Further information on the Company's basis for the processing, transfer and safeguarding of Personal Data, is detailed in the Company’s Stock Plan Privacy Notice, which Participants should read prior to accepting any Award. This Stock Plan Privacy Notice is available to Participants via their E*Trade accounts, or can otherwise be viewed, together with applicable Employer Data Protection Policies and employee Privacy Notices, on the Company intranet (ICE). Copies of all such policies or notices can also be obtained, on request, from the Company’s Legal Department.***

CHINA

TERMS AND CONDITIONS

Issuance of Common Stock.

The following provision supplements Section 2 of the Agreement:

The Participant understands and agrees that any shares of Common Stock acquired upon exercise of the Option will be sold as soon as practicable after issuance. If, in its sole discretion, the Company does not require the immediate sale of shares of Common Stock issuable upon exercise of the Option, as described in the preceding sentence, the Participant understands and agrees that (i) the Participant must maintain shares of Common Stock acquired under the Plan in an account maintained by the Company's designated broker and (ii) any shares acquired by the Participant under the Plan must be sold no later than ninety (90) days after the Participant’s termination of employment, or within any other such time frame as the Company determines to be necessary or advisable for legal or administrative reasons. The Participant understands that any shares of Common Stock acquired by the Participant under the Plan that have not been sold within the required deadline will be automatically sold by the Company's designated broker at the Company’s direction, pursuant to this authorization by the Participant. The Participant agrees that the Company is authorized to instruct the designated broker to assist with the mandatory sale

of such shares (on the Participant’s behalf pursuant to this authorization), and the Participant expressly authorizes the designated broker to complete the sale of such shares. The Participant also agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the designated broker) to effectuate the sale of the shares of Common Stock (including, without limitation, as to the transfers of the proceeds and other exchange control matters noted below) and shall otherwise cooperate with the Company with respect to such matters, provided that the Participant shall not be permitted to exercise any influence over how, when or whether the sales occur. The Participant acknowledges that the designated broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price. In any event, when shares of Common Stock acquired under the Plan are sold, the proceeds of the sale of the shares of Common Stock, less any Tax-Related Items and brokerage fees or commissions, will be remitted to the Participant in accordance with applicable exchange control laws and regulations.

The Participant also understands that the Company will deliver any funds received under the Plan as soon as practicable, but there may be delays in distributing the funds due to exchange control requirements in China. Funds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion. If funds are paid in U.S. dollars, the Participant will be required to set up a U.S. dollar bank account in China so that the funds may be deposited into this account. If the funds are paid in local currency, the Company may face delays in converting the funds to local currency. Due to fluctuations in the price of the Common Stock and/or applicable exchange rates, the amount of proceeds ultimately distributed to the Participant may be more or less than the market value of the shares of Common Stock at exercise. The Participant understands and agrees that neither the Company nor any Affiliate is responsible for the amount of any loss the Participant may incur and that the Company and its Affiliates assume no liability for any fluctuations in the price of the shares of Common Stock and/or any applicable exchange rate. The Participant also agrees to cooperate with the Company with respect to any exchange control matters.

FINLAND

There are no country-specific provisions.

***

HONG KONG

TERMS AND CONDITIONS

Exercise. The following provision supplements Section 2 of the Agreement:

If, for any reason, the Option is exercised and shares of Common Stock are issued to the Participant within six (6) months of the Date of Grant, the Participant agrees that the Participant will not dispose of the shares of Common Stock prior to the six-month anniversary of the Date of Grant.

NOTIFICATIONS

Securities Law Information. This offer of the Option and the shares of Common Stock to be issued upon exercise of the Option are available only to Participants (as defined in the Plan) and are not a public offer of securities. The Agreement (including this Exhibit A), the Plan and other communication materials associated with the offer have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, nor have the documents been reviewed by any regulatory authority in Hong Kong. The Agreement and any related documentation are intended only for the personal use of each Participant and may not be distributed to any other person. The Participant is advised to exercise caution in relation to the offer. If the Participant is in any doubt about any of the contents of the offer documents, the Participant should obtain independent professional advice.

***

PHILIPPINES

TERMS AND CONDITIONS

Exercise. The following provisions supplement Section 2 of the Agreement:

No shares of Common Stock will be issued upon exercise of the Option unless the issuance of shares complies with all applicable laws and regulations as determined by the Company. The risks of participating in the Plan include (without limitation) the risk of fluctuation in the price of the shares of Common Stock on the Nasdaq Stock Exchange and the risk of currency fluctuations between the U.S. Dollar and the Participant's local currency. The value of any shares of Common Stock that may be acquired under the Plan may decrease below the value of the shares of Common Stock at exercise or below the Exercise Price and fluctuations in foreign exchange rates between the Participant's local currency and the U.S. Dollar may affect the value of any amounts due to the Participant pursuant to the subsequent sale of any shares of Common Stock acquired upon exercise. The Company is not making any representations, projections or assurances about the value of the shares of Common Stock now or in the future.

https://investor.cirrus.com/home/default.aspx.

***

SOUTH KOREA

NOTIFICATIONS

Foreign Asset/Account Reporting Information. Korean residents must declare all foreign financial accounts (e.g., brokerage accounts, bank accounts) to the Korean tax authorities and file a report with respect to such accounts if the value of such accounts exceeds KRW 1 billion on any month-end date during the calendar year. The Participant should consult with his or her personal tax advisor to ensure compliance with applicable reporting obligations.

***

SPAIN

TERMS AND CONDITIONS

Nature of Grant. The following provisions supplement the Nature of Grant section of this Exhibit A:

By accepting the Option, the Participant consents to participate in the Plan and acknowledges having received a copy of the Plan.

The Participant understands that, as a condition of the grant of the Option, the termination of the Participant’s employment for any reason will automatically result in the forfeiture of any and all portions of the Option that have not vested as of the date of termination and in the commencement of the post-termination exercise period of any vested portion of the Option. In particular, the Participant understands and agrees that any unvested portion of the Option (and any unexercised portion of the Option after the end of the post-termination exercise period) will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a termination of the Participant’s employment by reason of, including, but not limited to: death, disability, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985.

Furthermore, the Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the Option under the Plan to individuals who may be Eligible Persons throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliate on an ongoing basis (other than as set forth in this Agreement and the Plan). Consequently, the Participant understands that the Option is granted on the assumption and condition that the Option and the related shares of Common Stock shall not become a part of any employment or contract (either with the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the grant of the Option would not be made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Option shall be null and void.

NOTIFICATIONS

Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the grant of the Option under the Plan. This Agreement and the Plan have not been nor will they be registered with the Comisión Nacional del Mercado de Valores, and do not constitute a public offering prospectus.

assets and rights held as of December 31 and requires that information on such assets and rights be included in the Participant’s tax return filed with the Spanish tax authorities for such year. After such assets or rights are initially reported, the reporting obligation will apply for subsequent years only if the value of any previously reported asset or right increases by more than a certain threshold or if ownership of such asset or right is transferred or relinquished during the year. The Participant should consult with his or her personal tax advisor regarding the applicable thresholds and corresponding reporting requirements.

***

TAIWAN

NOTIFICATIONS

Securities Law Information. The grant of the Option (and the issuance, if any, of the underlying shares) is available only to Eligible Persons. It is not a public offer of securities by a Taiwanese company. Therefore, it is exempt from registration in Taiwan.

***

UNITED KINGDOM

TERMS AND CONDITIONS

Responsibility for Taxes. The following provisions supplement the Responsibility for Taxes section of this Exhibit A:

Capacity Reservation and Wafer Supply Commitment Agreement No. 00054240

THIS CAPACITY RESERVATION AND WAFER SUPPLY COMMITMENT AGREEMENT (“Agreement”) is made by and between Cirrus Logic, Inc. with its principal place of business at 800 W. 6th St., Austin, TX 78701 and Cirrus Logic International (U.K.) Ltd. (collectively with its Affiliates referred herein as “Customer”), on the one hand, and GLOBALFOUNDRIES Singapore Pte. Ltd. with its principal place of business at 60 Woodlands Industrial Park D, Street 2, Singapore 738406 (“GF”), on the other hand, (each a “Party” and collectively the “Parties”) and commences on the date this Agreement is last signed (“Effective Date”).

1.0 Definitions.

1.1.“Terms and Conditions of Sale” shall mean the mutually agreed terms and conditions of sale attached to this Agreement as Appendix B.

1.2.“Affiliates” shall mean, with respect to any Person (as defined below), any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act of 1933, as amended from time to time, including any After-Acquired Affiliate(s).

1.3.“After-Acquired Affiliate(s)” means any corporation, company, or other business entity (including an entity that is formed to acquire the assets of a Party) that is not an Affiliate of a Party to this Agreement as of the effective date of this Agreement, but becomes an Affiliate of a Party to this Agreement after the effective date of this Agreement.

1.4.“Person” shall mean any individual, natural person, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company, or joint stock company), incorporated or unincorporated association, governmental authority, firm, society or other enterprise, organization, or other entity of any nature.

1.5.“Fab 1” means GF’s 300mm semiconductor wafer fabrication facility located in Dresden, Germany.

1.6.“Fab 7” means GF’s 300mm semiconductor wafer fabrication facility (including GF’s module 7H) located in Singapore.

1.7.“Product” means GF’s 55BCDL wafer products and GF’s [***] wafer products collectively, unless the context refers to such products individually.

1.8.“$” means United States dollars.

2.0 Capacity Reservation and Purchase and Delivery Commitment.

GLOBALFOUNDRIES & CUSTOMER CONFIDENTIAL Cirrus Logic

July 27, 2021 Page 1

2.1 For calendar year 2022, GF will reserve for Customer the quantity of wafers of manufacturing capacity for [***] 55 BCDLite (“55BCDL”) 300mm wafers for Customer; as provided in subsection 2.8 below. For calendar year 2023, GF will reserve for Customer the quantity of wafers of manufacturing capacity set forth on the row labeled 2023 Reservation in Table 1 below; as provided in subsection 2.8 below, the Parties will engage in good faith discussions to determine the 2023 quarterly shipment spread of the 2023 reservation. The quarterly quantities of wafers agreed upon or otherwise set to be delivered for 2022 and 2023 will be referred to as “Quarterly Commitments” for calendar year 2022 and 2023. Upon Customer’s request, GF will make commercially reasonable efforts to provide capacity above the 2022 and 2023 Quarterly Commitments, including specifically an additional [***] in calendar year 2022.

Table 1: 2022-2023 Annual Reservations

55 BCDLite 300mm wafers out

Q1 2022

Q2 2022

Q3 2022

Q4 2022

2022 Reservation

[***]

Q1 2023

Q2 2023

Q3 2023

Q4 2023

2023 Reservation

[***]

2.2 For calendar years 2024 to 2026, GF will reserve for Customer the quantity of wafers of manufacturing capacity set forth on the applicable row in Table 2 below.

As provided in subsection 2.8 below, the Parties will engage in good faith discussions to determine the quarterly shipment spread of the annual reservations for each year 2024, 2025, and 2026 and the quarterly quantities of wafers agreed upon will be referred to as the “Quarterly Commitments" for 2024, 2025, and 2026.

Table 2

2024-2026 Annual Reservations

55 BCDLite 300mm wafers out

Q1 2024

Q2 2024

Q3 2024

Q4 2024

2024 Reservation

[***]

GLOBALFOUNDRIES & CUSTOMER CONFIDENTIAL Cirrus Logic

July 27, 2021 Page 2

Q1 2025

Q2 2025

Q3 2025

Q4 2025

2025 Reservation

[***]

Q1 2026

Q2 2026

Q3 2026

Q4 2026

2026 Reservation

[***]

2.3 The period from Q1 2022 through Q4 2026 will be referred to as the “Reservation Term.” The quantities in Tables 1 and 2 are stated for 55BCDL 300mm wafers out of the fab, unless otherwise agreed by GF in writing.

2.4 Customer agrees to purchase all Quarterly Commitment quantities in accordance with the terms of this Agreement (the “Purchase Commitment”).

GF agrees to deliver all Quarterly Commitment quantities validly ordered by Customer within the applicable calendar quarter set forth in this Section 2 in accordance with the terms of this Agreement (the “Supply Commitment”).

2.5 [***] Sub-Capacity. For calendar years [***] only, and subject to the prior mutual written agreement by the Parties of [***] wafer pricing, Customer may utilize up to [***] of the reserved manufacturing capacity for [***] products for up to [***] consecutive calendar quarters in [***] by providing GF with written notice a minimum of [***] calendar quarters in advance of the first of the calendar quarters (the “[***] Sub-Capacity Notice”). Any such portion of the GF capacity reservation to be utilized for Customer’s [***] products will be referred to as a “[***] Sub-Capacity”. The Parties shall engage in good faith discussions to determine the quarterly shipment spread of such [***] wafers, such spread to be as uniform as possible taking into account product ramp considerations. In the event the Parties are unable to reach mutual agreement on the quarterly shipment spread for such wafers, the capacity shall be evenly divided across the time period at issue. In the [***] Sub-Capacity Notice, Customer will identify the time period at issue, the [***] product at issue and the total number of 300mm wafers that will be utilized for the applicable [***] product. Once GF receives a [***] Sub-Capacity Notice that complies with this Section 2.5 and the Parties have agreed upon a quarterly spread of the [***] wafers, for the relevant time period, the following will apply:

(i) GF shall be required to provide capacity support for the number of wafers of the [***] product specified in such [***] Sub-Capacity Notice;

(ii) GF’s obligation to supply Quarterly Commitment quantities of 55BCDL wafers will be reduced in the applicable quarter by the number of such [***] wafers specified in the [***] Sub-Capacity Notice;

GLOBALFOUNDRIES & CUSTOMER CONFIDENTIAL Cirrus Logic

July 27, 2021 Page 3

(iii) Customer shall be required to purchase, and GF shall be required to deliver, the number of wafers of [***] product specified in such [***] Sub-Capacity Notice; and

(iv) Customer’s obligation to purchase Quarterly Commitment quantities of 55BCDL will be reduced in the applicable quarter by the number of such [***] wafers specified in the [***] Sub-Capacity Notice.

For the avoidance of doubt the overall Customer wafer purchase commitment and GF wafer shipment commitment will not be increased pursuant to this Section 2.5.

2.6 GF shall have the exclusive right to decide at which of Fab 1 or Fab 7 (or both) a new Product will be taped-out, qualified, and manufactured. For new Products, GF shall provide Customer [***] months notice prior to tape-out of the Fab(s) that such Product will be manufactured in, [***].

For Products in production, GF shall provide Customer [***] months notice before moving any Product from Fab 1 or Fab 7 to the other GF fab, and Customer shall consent to such move except on the grounds of a good faith reasonable commercial justification for refusing such move, in which case, GF shall remain obligated to supply such Product from the original GF fab. Qualification wafers, for such Product to be moved between fabs, shall not count towards any Annual Reservation quantities [***].

If production will be in both Fabs, Customer and GF will make commercially reasonable efforts to qualify the Product at both Fabs.

2.7 GF will make commercially reasonable efforts to acquire, install and qualify new tools to ensure that the needed additional capacity to support the Quarterly Commitment in 2022 is available on time. If despite such commercially reasonable efforts, the additional capacity is not ready on time, and the cause is a delay in tool installation and qualification outside of GF’s control, then notwithstanding anything to the contrary in section 4.2 below, any Supply Shortfall amount due to shortfalls above [***] wafers and below a Quarterly Commitment during 2022 [***]. Any other Supply Shortfall during 2022 shall be subject to a Supply Shortfall Fee based on [***].

2.8 Shipment Plan

The Quarterly Commitments during the Reservation Term shall be determined [***] using the procedures and guidelines set forth below:

(i)At least [***] business days before the end of any calendar quarter, Customer shall submit to GF a wafer shipment forecast (containing part level detail) for at least the next [***] calendar quarters;

(ii)Immediately thereafter, and prior to the end of the calendar quarter, the parties shall engage in good faith discussions to determine the Quarterly Commitment(s) for any of [***] that have not previously been determined;

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(iii)The Quarterly Commitments in a calendar year may vary between an upper limit of no more than [***] of the annual reservation quantity for that year and no less than [***] of the Annual Reservation quantity for that year;

(iv)The sum of the Quarterly Commitments for a calendar year must equal the Annual Reservation for that year;

(v)If the parties fail to reach agreement prior to end of the calendar quarter for a particular Quarterly Commitment that is required to be determined, GF shall have the right to set the Quarterly Commitment at [***] of the Annual Reservation quantity or at such other quantity necessary to satisfy the annual reservation requirement.

2.9. Engineering Wafers. For purposes of this Agreement, engineering wafers shall count towards any Quarterly Reservation, however pricing for such engineering wafers, including any expedite requests, shall be per GF’s then current published service price list, and the Parties shall engage in good faith negotiations regarding the delivery dates for such engineering wafers. The following requirements shall apply with respect to Customer’s orders and GF’s supply of engineering wafers:

•As and when Customer has determined its engineering wafer plan needs, Customer may place purchase orders for engineering wafers and Customer shall provide quantity and split plan details.

•If production wafer starts for the applicable calendar quarter are available (within the applicable Quarterly Commitment quantity):

a.GF will provide a swap or fungibility ratio (for the engineering to production wafers exchange) and a delivery schedule based on the complexity of the engineering wafers;

b.GF and Customer will determine (as needed) the purchase order quantities for production wafers that will be decommitted to accommodate the engineering wafers, based on the swap/fungibility ratio;

c.Once the swap quantities have been determined, Customer shall be committed to purchase the revised engineering and production wafer quantities and GF shall be committed to deliver the revised engineering and production wafer quantities.

d.If GF’s delivery date (and subsequent delivery) for any engineering wafers extends into a later quarter, no Supply Shortfall fees shall be assessed on such engineering wafers.

e.If Customer requests expedited delivery of engineering wafers, GF will communicate the required expedite fees and/or any required delay in delivery of production wafers required to meet the Customer requested delivery dates. In any such cases, delayed production wafers will be exempt from Supply Shortfall fees.

•If production wafer starts for the applicable calendar quarter are no longer available (within the applicable Quarterly Commitment quantity):

a.Customer’s engineering wafer order shall be accommodated in the next wafer start cycle, treated as part of the purchase commitment for the next quarter, and the requirements above in (a)-(e) shall apply to such order.

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2.10 [***] Option. Customer shall have the option right, which may only be exercised by written notice to GF provided no later than August 31, 2021, to include the [***] technology in a maximum number of 55BCDL products in each calendar year as set forth below (the “[***] Option”):


	2023	2024	2025	2026
[***] sub cap max (kwpy)	[***]	[***]	[***]	[***]

Any such portion of the annual GF capacity reservation to be utilized for Customer’s 55BCDL products including the [***] technology (“[***] Products”) will be referred to as an “Annual [***] Sub-Capacity.”

If Customer exercises the [***] Option, Customer agrees to pay to GF:

•a nonrefundable fee of 10 million U.S. dollars (US$10,000,000.00) (the “[***] Option Exercise Fee”); GF will issue to Customer an invoice for the [***] Option Exercise Fee after the option exercise date, to be paid by Customer within thirty (30) days of such invoice issuance date;

•a prepayment for 55BCDL products including [***] technology in the amount of twenty million U.S. dollars (US$20,000,000.00) as an advance payment for such products to be sold to Customer under this Agreement (“[***] Product Prepayment”); such [***] Product Prepayment shall be in addition to the Prepayment set forth in section 3.2 below. GF will issue to Customer an invoice for the [***] Product Prepayment after the option exercise date, to be paid by Customer within thirty (30) days of the invoice date. The [***] Product Prepayment will be credited back to Customer as set forth in Section 5 below. In the event of termination of the Agreement by Customer based on material breach by GF, GF will refund any remaining portion of the [***] Product Prepayment that has not been credited back to Customer.

For the avoidance of doubt the overall Customer wafer purchase commitment and GF wafer shipment commitment will not be increased pursuant to this Section 2.10.

If Customer does not exercise its option right under this section 2.10, Customer shall remain committed to its Quarterly Commitment quantities based on 55BCDL products (without the [***] technology) set forth above in Sections 2.1 and 2.2.

3.0 Prepayment, Capacity Reservation Fee, and Purchase Orders

3.1 Capacity Reservation Fee. Customer agrees to pay to GF a nonrefundable fee of fifty million U.S. dollars (US$50,000,000.00) to secure the Quarterly Commitments for the Reservation Term (“Capacity Fee”). GF will issue to Customer an invoice for the Capacity Fee

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after the Effective Date, to be paid by Customer within thirty (30) days of the invoice issuance date.

3.2 Customer Prepayment. Customer agrees to pay to GF a prepayment for Products in the amount of one hundred and seventy-five million U.S. dollars (US$175,000,000.00) as an advance payment for the Products to be sold to Customer under this Agreement (“Prepayment”). GF will issue to Customer an invoice for the Prepayment after the Effective Date, to be paid by Customer within thirty (30) days of the invoice date. The Prepayment will be credited back to Customer as set forth in Section 5 below. In the event of termination of the Agreement by Customer based on material breach by GF, GF will refund any remaining portion of the Prepayment (less Order Shortfall fees if applicable) that has not been credited back to Customer.

3.3 Purchase Orders. For each calendar quarter, at least in advance of GF’s published standard technology lead time (“Standard Lead Time”) plus [***] Customer will load GF by submitting purchase orders for at least one quarter (1/4) of the applicable annual reservation wafer quantity, but no less than the Purchase Commitment for that calendar quarter (until such time as a quantity of wafers totaling the applicable annual reservation wafer quantity have been ordered for that year). Customer’s purchase orders in aggregate shall request delivery within the subject quarter of a quantity of Product that is equal to the Quarterly Commitments and such quantity will be evenly spread across the calendar quarter at issue. GF will accept such purchase orders for Products up to the amount of the Quarterly Commitments and will set delivery dates for delivery of the Product within the applicable calendar quarter, provided that Customer meets the requirements of this Agreement. GF may accept or reject purchase order quantities in excess of the Quarterly Commitments and if accepted, GF may set any delivery date for such excess quantities.

Customer may make a product mix change on up to [***]. The parties shall discuss a process to identify and track the purchase orders that may be subject to a mix change. In addition, the following requirements shall apply with respect to any mix change:

[***]

4.0 Shortfall Payments.

4.1 Order Shortfall Payment. Subject to subsection 4.1.3 below, if Customer fails to meet its Purchase Commitment for any calendar quarter, Customer will pay to GF an amount that is equal to [***] (the “Order Shortfall Fee”). Any Order Shortfall Fee will be applied against the Prepayment. Order Shortfall Fees incurred during a calendar year, if any, shall be summed at the end of a calendar year and invoiced in the first quarter of the next year. If there is no Prepayment Credit due by GF in said quarter, GF will issue to Customer an invoice for the Order Shortfall Fee, to be paid by Customer within thirty (30) days of the invoice date.

4.1.1 “Order Shortfall” means a quantity of Products that is equal to the applicable Quarterly Commitment less the Products delivered and that were to be delivered to Customer under accepted purchase orders for the same calendar quarter.

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4.1.2 [***]

4.1.3 Grace Periods. Notwithstanding anything else in this section 4.1, for Purchase Commitments in calendar year 2022 there shall be a one-quarter Order Shortfall Fee grace period for a portion of any Order Shortfall that is no more than [***] (“Shortfall in 2022”). The quantity of the Shortfall in 2022 shall be added to Customer’s Purchase Commitment for the next calendar quarter; the Order Shortfall Fee that would otherwise have been due for such shortfall shall be waived if such quantity is ordered in the calendar quarter following the quarter giving rise to the Order Shortfall in 2022. No such Shortfall in 2022 may be rolled over more than one quarter or rolled into 2023. Notwithstanding anything else in this section 4.1, for Purchase Commitments in calendar years 2023-2026, Customer may satisfy performance of up to [***]; if such performance is made by the end of that next calendar year, no Order Shortfall Fee shall be due.

4.2 Supply Shortfall Payment. Subject to subsection 4.2.2 below, if GF fails to meet its Supply Commitment for any calendar quarter, GF will credit to Customer’s account an amount that is equal to [***] (the “Supply Shortfall Fee”). Supply Shortfall Fees incurred during a calendar year, if any, shall be summed at the end of a calendar year and credited in the first quarter of the next year.

4.2.1 “Supply Commitment Shortfall” means the total quantity of Products that Customer ordered in accordance with the terms of this Agreement for delivery in a calendar quarter to fulfill its Purchase Commitment for such quarter and that GF fails to accept for delivery or deliver (as defined in the Terms and Conditions) in the applicable calendar quarter in accordance with the terms of this Agreement.

4.2.2 Grace Periods. Notwithstanding anything to the contrary in this subsection 4.2, for Supply Commitments in calendar year 2022 there shall be a one-quarter Supply Shortfall Fee grace period for any Supply Shortfall of the Quarterly Commitment (“Shortfall in 2022”). The quantity of such Shortfall shall be added to GF’s Supply Commitment for the next calendar quarter; the Supply Shortfall Fee that would otherwise have been due for such shortfall shall be waived if such quantity is delivered in that next calendar quarter. No such Shortfall in 2022 may be rolled over more than one quarter. Notwithstanding anything else in this subsection 4.2, for Supply Commitments in calendar years 2023-2026, GF may satisfy performance of up to [***] before the end of the next calendar year; if such performance is made by the end of that next calendar year, no Supply Shortfall Fee shall be due.

4.3 In the event that Products supplied are returned by Customer pursuant to GF’s return materials authorization process (“RMA”) process and determined to be defective due to GF’s fault, GF will, at GF’s option, replace those wafers with equivalent Products, or provide a credit for such Products, within two quarters of the date when the returned Products are determined to be the fault of GF.

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5.0 Reconciliation of Prepayment. Starting with the third quarter of 2023, after the end of each such calendar quarter of the Reservation Term, GF will also calculate the portion of the Prepayment GF will credit to Customer’s account (the “Prepayment Credit”), using the following formula: [***]. If applicable, GF shall deduct any Order Shortfall Fee from the Prepayment Credit. Notwithstanding anything to the contrary herein, GF’s obligation to make Prepayment Credits shall continue only until such time as Customer’s Prepayment(s) (pursuant to sections 2.10 and/or 3.2) is/are fully refunded to Customer (i.e. Prepayment balance is equal to zero dollars ($0)).

If Customer has exercised the [***] Option, the Prepayment Credit shall be [***].

6.0 Cancellation. If Customer cancels a purchase order (or line item) for Product subject to the Quarterly Commitment, Customer will pay the cancellation fee described in the Terms and Conditions of Sale, and the cancelled Product will not count towards the Purchase Commitment. If Customer incurs an Order Shortfall Fee for a calendar quarter in which Customer cancelled a delivery of Products subject to a Quarterly Commitment, the cancellation fee paid by Customer will be deducted from the Order Shortfall Fee.

7.0 Wafer Substrates. GF may use wafer substrates from different suppliers, provided that the wafer substrate meets the applicable GF specifications, and Customer consents to the use of a different supplier in writing. Customer agrees to make commercially reasonable efforts to qualify Product made using alternative wafer suppliers/substrates requested by GF, and agrees that once such Product is qualified and the wafers meet specifications then GF’s use of such alternative suppliers/substrates shall be deemed approved.

8.0 Term and Termination.

8.1 The term of this Agreement will commence on the Effective Date and will expire on the earlier of December 31, 2027, or such time as GF has met its Supply Commitment or all payments and/or credits owed have been made.

8.2 This Agreement may also be earlier terminated as follows:

8.2.1 By a Party if the other Party is in material breach of this Agreement, which breach is not cured within sixty (60) days of written notice from the non-breaching Party to the breaching Party; or

8.2.2 By a Party if the other Party is insolvent, is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due.

8.2.3. By Customer if GF fails to meet at least 70% of its Supply Commitment for two consecutive quarters or by GF if Customer fails to meet at least 70% of its Purchase Commitment for two consecutive quarters.

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8.3 Customer’s Exclusive Remedy. Customer acknowledges:

(i)that it shall have no right to terminate based on any GF Supply Shortfall except as provided in Section 8.2.3; and

(ii)that the GF Supply Shortfall Fees is Customer’s exclusive remedy for any GF Supply Shortfall and that Shortfall Fee payments represent an adequate measure of compensation to Customer for any GF Supply Shortfall.

In the event of termination by Customer, any Prepayment Credit balance shall become immediately due and payable by GF to Customer within 30 days of the date of termination.

8.4 GF’s Exclusive Remedy. GF acknowledges:

(i)that it shall have no right to terminate based on any Customer Order Shortfall except as provided in Section 8.2.3; and

(ii)that the Order Shortfall Fees is GF’s exclusive remedy for any Order Shortfall and that Order Shortfall Fee payments represent an adequate measure of compensation to GF for any Customer Order Shortfall.

In the event of a termination by GF, GF shall be entitled to retain the remaining balance of any Prepayment Credit.

8.5 Any terms of this Agreement that by their nature extend beyond expiration or termination of this Agreement will remain in effect until fulfilled and will bind the Parties and their legal representatives, successors, heirs and assigns, except in the event of a GF termination pursuant to Section 8.2, GF may, at its option, treat purchase orders as if cancelled by Customer, and Customer will owe any resulting cancellation charges and Order Shortfall Fees.

8.6 All notices, demands or other communications required or permitted to be given or made in connection with Section 8.0 of this Agreement will be in writing and will be sent (1) electronically (via email or facsimile) and (2) by registered or certified mail, return receipt requested, or by an internationally recognized overnight courier service and addressed to the other Party at its address as set forth below or other address, which the other Party may provide in writing. Any notice shall be deemed to have been duly given and received by the Party to whom it is addressed (a) if sent by email or facsimile when sent, provided confirmation from the recipient is received, (b) if sent by registered or certified mail, three (3) Business Days after deposit in the mail postage prepaid or (c) if by overnight courier service, the next Business Day.

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GLOBALFOUNDRIES: GLOBALFOUNDRIES Singapore Pte. Ltd. 60 Woodlands Industrial Park D Street 2 Singapore Attn: Legal Department Fax: (65) 6360 4971 Customer: Cirrus Logic, Inc. 800 W. 6th St. Austin, TX 78701 Attn: Legal Dept.						With copy to: GLOBALFOUNDRIES U.S. Inc. 400 Stonebreak Road Ext. Malta, NY 12020 U.S.A. Attn: General Counsel e-mail: legal.notices@globalfoundries.com

9.0 Price. The prices in Appendix A will apply to the 55BCDL Products.

10.0 Other Terms. The Agreement (including the attached Appendices) shall constitute the entire agreement between the parties regarding the subject matter hereof, and supersedes all prior communications, negotiations, understandings, agreements or representations, either written or oral, by or among the parties regarding such subject matter. No addition to or modification of this Agreement shall be effective unless made in writing and signed by the respective representatives of the parties. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Each Party agrees that the delivery of this Agreement by facsimile or in electronic format via email shall have the same force and effect as delivery of original signatures and that each Party may use facsimile, electronic format signatures, and photocopies of signatures as evidence of the execution and delivery of this Agreement by each Party to the same extent that an original signature could be used.

The parties agree to negotiate in good faith a manufacturing agreement in the second half of 2021. The terms and conditions set forth in Appendix B shall be superseded by terms in the manufacturing agreement.

Neither Party may disclose the terms and conditions of this Agreement to any third party, without the other Party's prior written consent, which shall not be unreasonably withheld, except (a) as required by law; (b) to legal counsel, accountants, or other professional advisors, but solely for the purpose of obtaining advice or services related to the Agreement and subject to an obligation of confidentiality; (c) in connection with the enforcement of this Agreement or rights under this Agreement; or (d) in connection with an actual or prospective merger, acquisition, sale of assets or similar transaction, but only to the extent the receiving party is subject to an obligation of confidentiality as set forth herein with respect to such disclosure.

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To the extent that either Party discloses information pursuant to 10.0(a), the disclosing Party shall use commercially reasonable efforts to request confidential treatment of any information that the disclosure of which would potentially cause competitive harm.

/// Signature Page to Capacity Reservation and Wafer Supply Commitment Agreement No. 00054240

ACCEPTED AND AGREED:


Cirrus Logic, Inc. (on behalf of itself and its Affiliates other than Cirrus Logic International (U.K.) Ltd.) By: /s/ John M. Forsyth Name: John M. Forsyth Title: Chief Executive Officer Date: July 27, 2021 Cirrus Logic International (U.K.) Ltd. By: /s/ Thurman K. Case Name: Thurman K. Case Title: Chief Financial Officer Date: July 27, 2021			GLOBALFOUNDRIES Singapore Pte. Ltd. By: /s/ Nigel Lim Name: Nigel Lim Title: Director, Business Operations Date: July 28, 2021

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Appendix A

Prices

[***]

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Appendix B

Terms and Conditions of Sale

Capitalized terms in this Appendix B shall have the meanings in the Definitions Section 6. below.

1.    PAYMENT TERMS
Customer will pay all invoices in United States dollars within [***] days from the date of an invoice.

2.    CANCELLATION
2.1    Subject to section 3.3 of the Agreement, Customer may cancel all or a part of its purchase order (a) only with prior written notice to GF’s customer service representative, and (b) only pursuant to any applicable cancellation charge set forth in Appendix C. Customer will also be responsible for any applicable sales, use, excise or other similar taxes levied on or otherwise payable in connection with the cancellation charge. Unless otherwise instructed by Customer, GF may dispose of or destroy cancelled Product.

2.2     Customer shall be entitled to cancel ordered quantities of Products without payment of any cancellation charge if the wafers have not yet been started in line for those Products. If Customer otherwise cancels an ordered quantity of Products, Customer agrees to pay the Product cancellation charges set forth in Appendix C.

3. SHIPPING
Unless otherwise agreed by the Parties and stated in GF’s Order Acceptance, all deliveries will be made FCA, GF’s facilities (INCOTERMS 2010). Title and risk of loss or damage to the Products passes to Customer when they are made available for pick up at GF’s shipping facility. If the Original Scheduled Date in GF’s Order Acceptance is later than the delivery date requested by Customer (“Customer’s Requested Delivery Date”), GF will use commercially reasonable efforts to improve its scheduled date to align with Customer’s Requested Delivery Date. Delivery of Products within seven (7) Business Days before Customer’s Requested Delivery Date and seven (7) Business Days after the Original Scheduled Date will constitute compliance with the Order Acceptance and Customer agrees to accept such delivery.

4. LIMITATION OF LIABILITY
4.1 Limitations on Damages. TO THE EXTENT THAT A PARTY MAY BE HELD LEGALLY LIABLE BY A COURT OF COMPETENT JURISDICTION UNDER CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE ARISING OUT OF THE PERFORMANCE OR BREACH OF ITS OBLIGATIONS IN THIS AGREEMENT, AND EXCLUDING ANY CUSTOMER PAYMENTS DUE FOR PRODUCTS AND SERVICES, CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, CUSTOMER PAYMENTS DUE UNDER SECTION 3.0 OF THE AGREEMENT OR SHORTFALL PAYMENTS DUE

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BY EITHER PARTY UNDER SECTION 4.0 THE AGREEMENT, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND UNDER THIS AGREEMENT WILL NOT EXCEED TWENTY PERCENT (20%) OF THE TOTAL PAYMENTS FOR ALL UNITS OF THE PART NUMBER OR THE SERVICE UPON WHICH THE CLAIM IS BASED THAT ARE RECEIVED BY GF FROM CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. CUSTOMER AND GF ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION HEREIN.

4.2    Exclusion of Certain Damages. EXCEPT AS OTHERWISE MAY BE EXPRESSLY PROVIDED HEREIN, AND EXCLUDING ANY CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO ANY INCREASED MANUFACTURING OR REWORK COSTS, DAMAGES RELATING TO PROCUREMENT OF SUBSTITUTE PRODUCT (i.e. “COST OF COVER”), LOSS OF PROFITS, REVENUES OR GOODWILL), WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. The foregoing limitations of liability shall not apply to any liability that may not be excluded by law.

5.    GOVERNING LAW AND VENUE
This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to New York’s conflict of law principles, except that the application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. The Parties agree that all actions or proceedings arising in connection with this Agreement shall be brought and litigated exclusively in the United States District Court for the Southern District of New York, or if there is no jurisdiction in such court, then in a state court located in New York County, New York. Each Party hereby consents to the exclusive personal jurisdiction of any such court.

6.    DEFINITIONS

6.1 "Order Acceptance" means a written document under which GF accepts Customer's PO for one or more Products.

6.2 “Original Scheduled Date” means the date the Products will be available for delivery as set forth in GLOBALFOUNDRIES’ Order Acceptance.

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Appendix C

[***]

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July 27, 2021 Page 16

CERTIFICATION

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John M. Forsyth, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Cirrus Logic, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	July 28, 2021	/s/ John M. Forsyth

		John M. Forsyth

		President and Chief Executive Officer

CERTIFICATION

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Thurman K. Case, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Cirrus Logic, Inc.;

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	July 28, 2021	/s/ Thurman K. Case

		Thurman K. Case

		Chief Financial Officer and Principal Accounting Officer

Certification Pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Cirrus Logic, Inc. (the “Company”) on Form 10-Q for the period ended June 26, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John M. Forsyth, Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d), of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This Certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission.


Date:	July 28, 2021	/s/ John M. Forsyth

		John M. Forsyth

		President and Chief Executive Officer

Certification Pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Cirrus Logic, Inc. (the “Company”) on Form 10-Q for the period ended June 26, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thurman K. Case, Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d), of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This Certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission.


Date:	July 28, 2021	/s/ Thurman K. Case

		Thurman K. Case

		Chief Financial Officer and Principal Accounting Officer

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Form 10-Q CIRRUS LOGIC, INC. For: Jun 26

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