X0202 4 2007-05-11 0 0000791915 CYPRESS SEMICONDUCTOR CORP /DE/ CY 0001346902 Ramanathan Dinesh 198 CHAMPION COURT SAN JOSE CA 95134 0 1 0 0 Exec.V.P.,DCD Administration Restricted Stock Units 0 2007-05-11 4 A 0 62500 0 A 2008-01-01 2015-05-11 Common Stock 62500 201000 D Mr.Ramanathan was granted a performance-based RSU award that could result in 0 to 312,500 RSUs being earned by Mr.Ramanathan ratably over the next 5 years based on the Company's achievement certain performance based milestones as set by the Company's Compensation Committee each year. The amount reported on this Form 4 reflects maximum number of the 312,500 RSUs Mr.Ramanathan is eligible to earn in 2007. Zero to 50,000 of the RSUs for 2007 will vest based on the Company's achievement of certain operating income targets. Vesting of the remaining 12,500 RSUs is based on the achievement of a performance milestone related to the Company's commno 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 that 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. Reflects 138,500 options to purchase common stock and 62,500 RSUs held by Mr. Ramanathan following reported transaction. Each earned RSU will vest upon confirmation of the achievement of the applicable performance milestone. Dinesh Ramanathan 2007-05-16