X0202 4 2007-05-11 0 0000791915 CYPRESS SEMICONDUCTOR CORP /DE/ CY 0001183967 RODGERS THURMAN J 198 CHAMPION COURT SAN JOSE CA 95134 1 1 0 0 President & CEO Restricted Stock Units 0 2007-05-11 4 A 0 160000 0 A 2008-01-01 2015-05-11 Common Stock 160000 3547274 D Mr.Rodgers was granted a performance-based RSU award that could result in 0 to 800,000 RSUs being earned by Mr.Rodgers ratably over the next 5 years based on the Company's achievement of certain performance based milestones as set by the Company's Compensation Committee each year. The amount reported on this Form 4 reflects the maximum number of the 800,000 RSUs Mr.Rodgers is eligible to earn in 2007. Zero to 80,000 of the RSUs for 2007 will vest based on the Company's achievement of certain operating income targets. Vesting of the remaining 80,000 RSUs is based on the achievement of a performance milestone related to the Company's common stock appreciation as compared to the SOXX Index. If the performance milestone set for a given annual period is not achieved, the targeted shares associated with the milestone are forfeited and not able to be earned in a future period. All earned and vested RSUs will be settled in shares of common stock, on a one share for one-unit basis. Each earned RSU will vest upon confirmation of the achievement of the applicable performance milestone. Reflects 3,287,023 options to purchase common stock, 160,000 RSUs (subject to vesting as reported in this Form 4) and 100,251 deferred compensation shares held by Mr. Rodgers following reported transaction. Thurman J. Rodgers 2007-05-16