Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangement of Certain
           Officers.

Awards of Performance Based Cash Compensation for Executive Officers

On February 14, 2020, the Compensation Committee (the "Committee") of the Board of Directors of Adesto Technologies Corporation (the "Company") approved an executive officer bonus plan for 2020 ("2020 Bonus Plan"), and set target bonus amounts for its executive officers, including the named executive officers. The Committee also approved target bonus amounts under the 2020 Bonus Plan.

Under the 2020 Bonus Plan, in 2021, participants will be eligible to receive a bonus equal to their respective target bonus amounts, based upon Company achievement of specific 2020 financial performance objectives and participant achievement of specific 2020 non-financial management and business objectives ("MBOs") established for that participant.

The 2020 on-target bonus amounts were set at the following levels for the following named executive officers:

Narbeh Derhacobian - 85% of base salary

Ron Shelton - 55% of base salary

Andy Lovit - 100% of base salary

For Mr. Derhacobian and Mr. Shelton, 70% of the bonus will be determined by Company financial performance and 30% by achievement of MBOs. For Mr. Lovit, 10% of the bonus will be determined by Company financial performance, 85% by divisional financial performance and 5% by achievement of MBOs.

Company financial objectives for 2020 are expressed in terms of revenue, gross margin, and adjusted EBITDA (as defined in the Company's earnings releases). After setting specific target performance levels for revenue, gross margin and adjusted EBITDA, the Committee weighted each metric and determined that performance at 100% of these targets would drive 35%, 35% and 30% payouts on the Company financial performance portion of the bonus, respectively. No bonus would be earned for performance of a metric at 80% of target or less, and performance at 110% of target (maximum) would drive 53.8%, 53.8% and 48.8% payouts for the Company financial bonus.

MBOs targets for each participant are established by the Committee to align with the Company's operational and strategic objectives and the participants' areas of responsibility.

Grants of Performance-Based Restricted Stock Units for Executive Officers

On February 14, 2020, the Committee also approved grants of performance-based restricted stock units ("PRSUs") to acquire shares of Company common stock to executive officers of the Company, including PRSUs covering up to 28,695 shares for Mr. Derhacobian, 12,953 shares for Mr. Shelton and 8,462 shares for Mr. Lovit. These awards, granted under the 2015 Equity Incentive Plan, are subject to vesting based on the achievement of specified performance metrics.

Under the PRSUs, depending on the percentage by which the cumulative appreciation of the closing price per share of Company common stock from January 31, 2020 to January 31, 2021 (with such price at the end of the period being equal to the average closing price per share of Company common stock for the 30 consecutive trading days prior to and including January 31, 2021) ("Company Stock Price Performance") exceeds the cumulative appreciation of the Russell 2000 Index from January 31, 2020 to January 31, 2021 ("Index Performance"), 0% to 100% of the target shares will be eligible to be earned as of January 31, 2021. If (x) the Company Stock Price Performance for the performance period does not exceed Index Performance over the same period or (y) the closing price per share of Company common stock on January 31, 2021 does not meet or exceed a pre-established price per share, then no shares will be earned under the awards and all shares will be forfeited under the awards. If any target shares become earned ("earned shares") as a result of achievement of the performance metrics, then 25% of the earned shares shall vest in equal installments on July 31, 2021 and at the end of each of the next three six-month

periods thereafter until all of the earned shares have completed vested. Subject to certain exceptions, the awards shall vest, if at all, only after January 31, 2021, and the executive officers must be employed by the Company at the time of vesting for the award to vest.

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