-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QVjVKGHFcgIObvHcGl2IeP+4xQcgGf2HAplXy9yrNyY/omC67BL4yyyRHwECDQVS gtqILJ1zSGp7/c0LdBgvcQ== 0001209191-11-013249.txt : 20110228 0001209191-11-013249.hdr.sgml : 20110228 20110228163508 ACCESSION NUMBER: 0001209191-11-013249 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110224 FILED AS OF DATE: 20110228 DATE AS OF CHANGE: 20110228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Taffe Norman P CENTRAL INDEX KEY: 0001338627 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10079 FILM NUMBER: 11646589 MAIL ADDRESS: STREET 1: 3901 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CYPRESS SEMICONDUCTOR CORP /DE/ CENTRAL INDEX KEY: 0000791915 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942885898 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 BUSINESS ADDRESS: STREET 1: 198 CHAMPION COURT CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089432600 MAIL ADDRESS: STREET 1: 198 CHAMPION COURT CITY: SAN JOSE STATE: CA ZIP: 95134 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2011-02-24 0 0000791915 CYPRESS SEMICONDUCTOR CORP /DE/ CY 0001338627 Taffe Norman P 198 CHAMPION COURT SAN JOSE CA 95134 0 1 0 0 Executive Vice President Common Stock 2011-02-24 4 M 0 281438 0.00 A 369229 D Common Stock 2011-02-24 4 F 0 131376 21.27 D 237853 D Restricted Stock Units 0.00 2011-02-24 4 M 0 84980 0.00 D 2011-02-24 2015-05-11 Common Stock 84980 467302 D Restricted Stock Units 0.00 2011-02-24 4 M 0 84980 0.00 A 2015-05-11 Common Stock 84980 552282 D As reported in Form 4 dated 5/11/2007, Mr. Taffe was granted 1,416,325 Performance RSUs (as adjusted for the SunPower Spin factor of 4.12022) that could result in 0 to 283,265 Performance RSUs being earned annually by Mr. Taffe based on the company's achievement of performance milestones set by the Company's Compensation Committee. The amount reported on this Form 4 reflects the delivery based upon the achievement of 2010 performance milestones as approved by the Compensation Committee on February 24, 2011 and includes a milestone measured by the Company's Common Stock appreciation as compared to the SOXX Index. The remaining target shares have been forfeited and are not able to be earned in a future period. 131,376 shares were surrendered to pay tax applicable to the vesting of 281,438 restricted stock units. The amount reported on this Form 4 reflects the maximum amount that Mr. Taffe was eligible to earn for 2010 based upon the achievement of a performance milestone related to the Company's Common Stock appreciation as compared to the SOXX Index. Targeted shares related to performance milestones not achieved are forfeited and are not able to be earned in a future period. The amount reported on this Form 4 reflects the maximum amount that Mr. Taffe is eligible to earn for 2011 based upon the achievement of a performance milestone related to the Company's Common Stock appreciation as compared to the SOXX Index. Targeted shares related to performance milestones not achieved are forfeited and are not able to be earned in a future period. Neil H. Weiss, Treasurer, as attorney-in-fact for Norman P. Taffe 2011-02-28 EX-24.4_366546 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE The undersigned, as an Executive Vice President of Cypress Semiconductor Corporation (the "Corporation"), hereby constitutes and appoints Brad W. Buss, Executive Vice President and CFO, Neil H. Weiss, Treasurer, and Victoria Tidwell, Vice President, Legal Affairs, each of them, the undersigned's true and lawful attorney-in-fact and agent to complete and execute such Forms 3, 4 and 5 and other forms as such attorney shall in his or her discretion determine to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned's ownership, acquisition or disposition of securities of the Corporation, and to do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Corporation and such other person or agency as the attorney shall deem appropriate. The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Corporation unless earlier revoked by the undersigned in a writing delivered to the foregoing attorneys-in-fact. This Limited Power of Attorney is executed at San Jose, CA, as of the date set forth below. CYPRESS SEMICONDUCTOR CORP. /s/ Norman P. Taffe By: Norman P. Taffe Dated: 1/5/2011 Witness: /s/ Sandra Keiser Sandra Keiser Dated: 1/5/2011 -----END PRIVACY-ENHANCED MESSAGE-----