Common use of Capacity and Performance Clause in Contracts

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP and CFO reporting to the chief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the position, with respect to the business operations of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, California, USA as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEO. It also is agreed that if the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 hereof or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) a. During the term hereof, the Executive shall serve the Company as its VP and CFO reporting to Chief Executive Officer. Effective July 1, 1997 the chief executive officer of Executive shall also become the Company (the “CEO”)President. (b) b. During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive basis and shall have the duties leadership of and responsibilities assigned be responsible to the position by Board of Directors for all operations of the Company from time to time and such other shall have all powers and duties and responsibilities, reasonably consistent with the such position, in accordance with respect to the business operations Bylaws of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, California, USA as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site that it is no more than thirty-five (35) miles from the Location unless understood that the Executive has expressly consented been delegated certain authority for the Term by the Board of Directors of the Company as provided in writing theretoan instrument dated December 31, 1996, previously delivered, which delegation (the "Delegation Agreement") is incorporated herein by reference and shall remain in effect unless modified or terminated by mutual written agreement during the Term hereof. (d) c. During the term hereofTerm, the Executive shall devote his full business time (other than vacations) and his best efforts, business judgment, skill and knowledge exclusively (except as provided below) to the advancement of the business and interests of the Company and to the discharge of his duties and responsibilities hereunder. During The Executive shall not engage in any other business activity or serve in any industry, trade, governmental position or as a director of any other business or organization during the term of this Agreement, except as may be approved by a committee of the Board consisting of three outside directors. The Company encourages participation by the Executive may engage in passive management of his personal investments and in such community and charitable activities, but said Committee shall have the right to approve or disapprove the Executive's participation in such activities as do not individually or if, in the aggregate give rise to a judgment of said Committee, such participation may conflict with the Company's interests or with the Executive's duties or responsibilities or the time required for the discharge of interest or otherwise interfere with his performance of his those duties and responsibilities hereunderresponsibilities. It is agreed that The Executive has previously delivered a letter containing a true and correct list of all directorships or other participation in committees, consulting or other business activities which the Executive has or intends to maintain during the Term, which have been approved by said Committee. d. The Executive shall be elected to the Board of Directors by the present Board of Directors as soon as practicable. The Company agrees to propose and recommend to the shareholders of the Company at each appropriate Annual Meeting of such shareholders during the term hereof the election or re-election of the Executive as a member of the Board. e. On work days the Executive shall not accept membership perform his duties hereunder from the Company's executive offices in Vermont, except when at other locations on a board of directors business travel for the Company or for other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without activities approved by the prior approval of the CEOBoard. It also The Executive is agreed that if the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 hereof or gives rise relocating to a material conflict home in Vermont and shall be reimbursed $25,000 for relocation expenses. Prior to purchase or lease of interesta residence in Vermont, the Executive shall cease such activity promptly following notice from be entitled to reimbursement by the CompanyCompany for reasonable lodging expense and reasonable weekend commuting expenses to Pennsylvania. f. In the event the Executive is terminated by the Company Other Than For Cause or has terminated this Agreement with Good Reason in the first three years of the Term, the Company will be obligated to purchase the Executive's Vermont residence on a marketable title basis, free of any liens, and on reasonable customary terms at his original purchase cost plus initial improvements (but not exceeding $500,000 Company purchase obligation in the aggregate), and the Company will then proceed to resell the residence.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP and CFO Chief Operating Officer reporting to the chief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the position, with respect to the business operations of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, California, USA as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his her full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and to the discharge of his her duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his her personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his the performance of his her duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEO. It also is agreed that if the Board of Directors of the Company (the “Board”) or CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 hereof or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP the President &Chief Executive Officer and CFO the Chairman of the Board, reporting to the chief executive officer of the Company (the “CEO”)Board. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive He shall have the duties and responsibilities assigned to the position his positions and offices by the Company Board from time to time and such other duties and responsibilities, reasonably consistent with the positionthose positions and offices, with respect to the business operations of the CompanyCompany and its Immediate Affiliates (as defined below), as may be assigned by the Company Board from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, California, USA California as of the Effective Date (the “San Xxxx Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the San Xxxx Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of his duties and responsibilities hereunderto them. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunderthe Company and its Immediate Affiliates. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEOBoard. It also is agreed that if the CEO Board subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 hereof of this Agreement or gives rise to a material conflict of interestinterest or otherwise materially interferes with the Executive’s duties and responsibilities to the Company and its Immediate Affiliates as set forth in this Section 2, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP and CFO President, reporting directly to the chief executive officer of GMCR (the "CEO") and, through him, to the board of directors of GMCR (the "GMCR Board"), it being agreed that all references to decisions, determinations and the like of the Company (hereunder shall mean decisions, determinations or the “CEO”)like of the CEO or the GMCR Board, as the GMCR Board shall direct. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The ; shall have the responsibilities, authorities, powers, functions and duties appropriate to his position, which will be generally similar to those he had prior to the Closing Date except as they may be altered by the CEO or GMCR Board to reflect that the Executive will be President of a subsidiary of GMCR, rather than president, chief executive officer and board member of an independent corporation, and the Executive shall have such other responsibilities, authorities, powers, functions and duties on behalf of the duties and responsibilities assigned Company, reasonably related to the position by the Company his position, as may be designated from time to time and such other duties and responsibilities, reasonably consistent with the position, with respect to the business operations of the Company, as may be assigned by the Company from time to timeCEO or the GMCR Board. (c) Subject As soon as is reasonably practical after the Effective Date, GMCR shall cause the Executive to business travel as necessary or desirable for be elected to the performance board of directors of the Executive’s duties Company and responsibilities hereunder, the Executive’s primary worksite during shall cause him to be re-elected as appropriate throughout the term hereof shall be at the location of this Agreement. The Executive agrees to resign from the Company’s offices in San Jose, California, USA 's board of directors as of the Effective Date (the “Location”) or such other site as the Company may select from time to timetermination of his employment hereunder, provided such site is no more than thirty-five (35) miles from the Location unless the Executive has expressly consented in writing theretohowsoever caused. (d) During the term hereof, the Executive shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. During the term of this Agreementhereof, the Executive may engage in passive management of his personal investments and in such community and charitable other business activities as only if they do not individually or in the aggregate give rise to a conflict of interest or otherwise other violation of Section 9 of this Agreement and do not individually or in the aggregate interfere with his performance of his duties and responsibilities hereunder. It is agreed that The Executive will otain the Executive shall not accept approval of the CEO or the GMCR Board in writing in advance before accepting membership on a board of directors or other governing board other than that of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEO. It also is agreed that if the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 hereof or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its Senior VP and CFO of Operations reporting to the chief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the position, with respect to the business operations of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, California, USA California as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his her full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and to the discharge of his the duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his her personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his the performance of his the duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEO. It also is agreed that if the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 hereof of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereofCommencing on March 1, 2010, the Executive shall serve the Company as its VP President of Easton Sports, Inc. (“Easton Sports”). In addition, and CFO reporting without any further compensation, the Executive shall serve as a director of one or more of the Company’s Immediate Affiliates (as defined in Section 13 hereof). The Executive shall report to the chief executive officer Chief Executive Officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive He shall have the duties duties, responsibilities and responsibilities assigned to the position by the Company from time to time authority of President of Easton Sports and such other duties duties, responsibilities and responsibilitiesauthority, reasonably consistent with the that position, with respect to the business operations of the CompanyCompany and its Immediate Affiliates, as may be assigned by the CEO or the Board of the Directors of the Company (the “Board”) or a committee thereof from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San JoseVan Nuys, California, USA California as of the Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 13 hereof) or engage in any ), other business activity than the board of directors of Xxxxxxx Bros. Auctioneers Incorporated (on which the Executive currently serves), without the prior approval of the CEOBoard or its authorized representative. It also is agreed that if the CEO Board subsequently determines, and gives notice to the Executive, that any such membership or activitymembership, previously approved, is materially inconsistent with the Executive’s obligations under Section 67, Section 7 8 or Section 8 hereof 9 of this Agreement or gives rise to a material conflict of interest, other than the Executive’s membership on the board of directors of Xxxxxxx Bros. Auctioneers Incorporated, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP Chief Financial Officer and CFO Senior Vice President, reporting to the chief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive He shall have the duties and responsibilities assigned to the his position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the his position, with respect to the business operations of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, California, USA California as of the Effective Date (the “San Xxxx Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the San Xxxx Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEO. It also is agreed that if the Board of Directors of the Company (the “Board”) or the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 hereof of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereofher employment hereunder, the Executive shall serve the Company as its VP and CFO Chief Operations Officer (“COO”), reporting to the chief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive She shall have the duties and responsibilities assigned to the position by the Company from time to time of COO and such other duties and responsibilities, reasonably consistent with the that position, with respect to the business Supply Chain, manufacturing, distribution, sourcing, information technology, apparel and related operations of the CompanyCompany and its Immediate Affiliates, as may be assigned by the CEO or the Board of Directors of the Company (the “Board”) or a committee thereof from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San JoseVan Nuys, California, USA California as of the Effective Commencement Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his her full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of his her duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his her personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his her performance of his her duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 13 hereof) or engage in any other business activity without the prior approval of the CEOBoard or its authorized representative. It also is agreed that if the CEO Board subsequently determines, and gives notice to the Executive, that any such membership or activitymembership, previously approved, is materially inconsistent with the Executive’s obligations under Section 67, Section 7 8 or Section 8 hereof 9 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereofCommencing on April 13, 2006, the Executive shall serve the Company as its VP President of Team Sports. In addition, and CFO reporting without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Sports Affiliates (as defined in Section 13 hereof), if so elected or appointed from time to time. The Executive shall report to the chief executive officer Chief Executive Officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The As President of Team Sports, the Executive shall have the duties and responsibilities assigned to the of that position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the that position, with respect to the business operations of the CompanyCompany and designated Sports Affiliates, as may be assigned by the CEO or the Board of Directors of the Company (the “Board”) from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San JoseVan Nuys, California, USA California as of the Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Sports Affiliates and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the The Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without except with the express prior written approval of the CEO. It Board, it also is being agreed that if the CEO Board subsequently determines, and gives notice to the Executive, determines that any such membership or activity, previously approved, is materially inconsistent with approved activity does detract from the Executive’s obligations under Section 6, Section 7 performance or Section 8 hereof or gives give rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP the President & Chief Executive Officer and CFO the Chairman of the Board, reporting to the chief executive officer of the Company (the “CEO”)Board. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive He shall have the duties and responsibilities assigned to the position his positions and offices by the Company Board from time to time and such other duties and responsibilities, reasonably consistent with the positionthose positions and offices, with respect to the business operations of the CompanyCompany and its Immediate Affiliates (as defined below), as may be assigned by the Company Board from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San JosePalo Alto, California, USA California as of the Effective Date (the “Palo Alto Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Palo Alto Location unless the Executive has expressly consented in writing thereto.. GigOptix, Inc. ¡ 0000 Xxxx Xxxx, Xxxxx 000 ¡ Xxxx Xxxx, XX 00000 XXX phone: 000.000.0000 ¡ fax: 000.000.0000 ¡ xxx.xxxxxxxx.xxx (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of his duties and responsibilities hereunderto them. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunderthe Company and its Immediate Affiliates. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEOBoard. It also is agreed that if the CEO Board subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 hereof of this Agreement or gives rise to a material conflict of interestinterest or otherwise materially interferes with the Executive’s duties and responsibilities to the Company and its Immediate Affiliates as set forth in this Section 2, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During Commencing on a mutually agreeable date in April, 2008, unless a later date is agreed by the term hereofparties, (the “Effective Date”), the Executive shall serve the Company as its VP and CFO Chief Executive Officer (“CEO”), reporting to the chief executive officer Board of Directors of the Company (the “CEOBoard”)) or a committee thereof. (b) In addition, and without further compensation, the Executive shall serve as a member of the Board of Directors of the Company (the “Board”) during the term hereof and agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. (c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive He shall have the duties and responsibilities assigned to the position by the Company from time to time of CEO and such other duties and responsibilities, reasonably consistent with the that position, with respect to the business operations of the CompanyCompany and its Immediate Affiliates, as may be assigned by the Company Board or a committee thereof from time to time. (cd) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San JoseVan Nuys, California, USA California as of the Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto. (de) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEOBoard or its authorized representative. It also is agreed that if the CEO Board subsequently determines, and gives notice to the Executive, that any such membership or activitymembership, previously approved, is materially inconsistent with the Executive’s obligations under Section 67, Section 7 8 or Section 8 hereof 9 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP and CFO Chief Operations Officer, reporting to the chief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive She shall have the duties and responsibilities assigned to the her position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the her position, with respect to the business Supply Chain, manufacturing, distribution, sourcing, information technology, apparel and related operations of the CompanyCompany and its Immediate Affiliates, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San JoseVan Nuys, California, USA California as of the Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his her full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of his her duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his her personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his her performance of his her duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEO. It also is agreed that if the Board of Directors of the Company (the “Board”) or the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 67, Section 7 8 or Section 8 hereof 9 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereofhis employment hereunder, the Executive shall serve the Company as its VP and CFO Chief Executive Officer (“CEO”), reporting to the chief executive officer Board of Directors of the Company (the “CEOBoard”)) or a committee thereof. (b) In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof. (c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive He shall have the duties and responsibilities assigned to the position by the Company from time to time of CEO and such other duties and responsibilities, reasonably consistent with the that position, with respect to the business operations of the CompanyCompany and its Immediate Affiliates, as may be assigned by the Company Board or a committee thereof from time to time. (cd) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San JoseVan Nuys, California, USA California as of the Effective Commencement Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto. (de) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 14 hereof) or engage in any other business activity without the prior approval of the CEOBoard or its authorized representative. It also is agreed that if the CEO Board subsequently determines, and gives notice to the Executive, that any such membership or activitymembership, previously approved, is materially inconsistent with the Executive’s obligations under Section 67, Section 7 8 or Section 8 hereof 9 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company. (f) In connection with an initial public offering of the equity securities of Xxxxxx-Xxxx Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fourth Amended and Restated Limited Liability Company Agreement, dated as of August 14, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the Xxxxxx-Xxxx Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP and CFO ____________ reporting to the chief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the position, with respect to the business operations of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San JosePalo Alto, CaliforniaCA, USA as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and to the discharge of his the duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his the performance of his the duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the [CEO]. It also is agreed that if the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 hereof of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.. GigOptix, Inc. § 2000 Xxxx Xxxx, Xxxxx 000 § Xxxx Xxxx, XX 00000 XXX phone: 600.000.0000 § fax: 600.000.0000 § wxx.xxxxxxxx.xxx

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP SVP of Global Sales and CFO Marketing reporting to the chief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the position, with respect to the business operations of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, CaliforniaCA, USA as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his her full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and to the discharge of his the duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his her personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his the performance of his the duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEO. It also is agreed that if the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 hereof of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereofhis employment hereunder, the Executive shall serve the Company as its VP and CFO Chief Executive Officer (“CEO”), reporting to the chief executive officer Board of Directors of the Company (the “CEOBoard”)) or a committee thereof. (b) In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof. (c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive He shall have the duties and responsibilities assigned to the position by the Company from time to time of CEO and such other duties and responsibilities, reasonably consistent with the that position, with respect to the business operations of the CompanyCompany and its Immediate Affiliates, as may be assigned by the Company Board or a committee thereof from time to time. (cd) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San JoseVan Nuys, California, USA California as of the Effective Date date hereof (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto. (de) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 14 hereof) or engage in any other business activity without the prior approval of the CEOBoard or its authorized representative. It also is agreed that if the CEO Board subsequently determines, and gives notice to the Executive, that any such membership or activitymembership, previously approved, is materially inconsistent with the Executive’s obligations under Section 67, Section 7 8 or Section 8 hereof 9 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company. (f) In connection with an initial public offering of the equity securities of Xxxxxx-Xxxx Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the Xxxxxx-Xxxx Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP the President & Chief Executive Officer and CFO the Chairman of the Board, reporting to the chief executive officer of the Company (the “CEO”)Board. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to the position his positions and offices by the Company Board from time to time and such other duties and responsibilities, reasonably consistent with the positionpositions and offices, with respect to the business operations of the CompanyCompany and its Immediate Affiliates (as defined below), as may be assigned by the Company Board from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, California, USA as of the Effective Date (the “San Xxxx Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the San Xxxx Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of his duties and responsibilities to them hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEOBoard. It also is agreed that if the CEO Board subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 hereof or gives rise to a material conflict of interestinterest or otherwise materially interferes with the Executive’s duties and responsibilities to the Company and its Immediate Affiliates as set forth in this Section 2, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereofCommencing on April 13, 2006, the Executive shall serve the Company as its VP Chief Financial Officer (“CFO”). In addition, and CFO reporting without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Sports Affiliates (as defined in Section 13 hereof), if so elected or appointed from time to time. The Executive shall report to the chief executive officer Chief Executive Officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The As CFO, the Executive shall have the duties and responsibilities assigned to the of that position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the that position, with respect to the business operations of the CompanyCompany and designated Sports Affiliates, as may be assigned by the CEO or the Board of Directors of the Company (the “Board”) from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San JoseVan Nuys, California, USA California as of the Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Sports Affiliates and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the The Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without except with the express prior written approval of the CEO. It Board, it also is being agreed that if the CEO Board subsequently determines, and gives notice to the Executive, determines that any such membership or activity, previously approved, is materially inconsistent with approved activity does detract from the Executive’s obligations under Section 6, Section 7 performance or Section 8 hereof or gives give rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During Commencing on the term hereofEffective Date, the Executive shall serve the Company as its VP Senior Vice President, General Counsel and CFO reporting Secretary. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Affiliates (as defined in Section 13 hereof), if so elected or appointed from time to time. The Executive shall report to the chief executive officer Chief Executive Officer of the Company (the “CEO”) and to its Board of Directors (the “Board”). He shall serve as the most senior legal officer of the Company, subject to customary oversight by the Board. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive basis and shall have the duties and responsibilities assigned to the position by the Company from time to time of his positions as Senior Vice President, General Counsel and such Secretary and other duties and responsibilities, reasonably consistent with the positiontherewith, with respect to the business operations of the CompanyCompany and its Affiliates, as may be assigned by the CEO or the Board of Directors of the Company (the “Board”) from time to time. Without limiting the foregoing, the Executive shall be responsible for helping the Company maintain its legal and ethical requirements in every business transaction, for helping create and maximize value for shareholders through a combination of business acumen and effective contracts, for protecting the Company’s intellectual property, for facilitating successful mergers and acquisitions and for maintaining required compliance and reporting activities, including without limitation compliance with the requirements of the U.S. Securities and Exchange Commission and the Sxxxxxxx-Xxxxx Act. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San JoseVan Nuys, California, USA California as of the Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall perform his duties hereunder faithfully, diligently and to the best of his ability and shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the The Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without except with the express prior written approval of the CEO. It Board, it also is being agreed that if the CEO Board subsequently determines, and gives notice to the Executive, determines that any such membership or activity, previously approved, is materially inconsistent with approved activity does detract from the Executive’s obligations under Section 6, Section 7 performance or Section 8 hereof or gives give rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP and CFO reporting to the chief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the position, with respect to the business operations of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, CaliforniaCA, USA as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and to the discharge of his the duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his the performance of his the duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEO. It also is agreed that if the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 hereof of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP EVP of Global Sales and CFO Marketing reporting to the chief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the position, with respect to the business operations of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, CaliforniaCA, USA as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his her full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and to the discharge of his the duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his her personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his the performance of his the duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEO. It also is agreed that if the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 hereof of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During Commencing on the term hereofEffective Date, the Executive shall serve the Company as its VP Chief Operating Officer (“COO”). In addition, and CFO reporting without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 12 hereof), if so elected or appointed from time to time. The Executive shall report to the chief executive officer Chief Executive Officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The As COO, the Executive shall have the duties and responsibilities assigned to the of that position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the that position, with respect to the business operations of the CompanyCompany and designated Immediate Affiliates, as may be assigned by the CEO or the Board of Directors of the Company (the “ Board”) from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San JoseVan Nuys, California, USA California as of the Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the The Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without except with the express prior written approval of the CEO. It Board, it also is being agreed that if the CEO Board subsequently determines, and gives notice to the Executive, determines that any such membership or activity, previously approved, is materially inconsistent with approved activity does detract from the Executive’s obligations under Section 6, Section 7 performance or Section 8 hereof or gives give rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereofher employment hereunder, the Executive shall serve the Company as its VP and CFO Senior Vice President-Human Resources (“SVP-HR”) reporting to the chief executive officer President and Chief Executive Officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive She shall have the duties and responsibilities assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the position, of Senior Vice President-Human Resources with respect to the business operations Human Resources matters of the CompanyCompany and its Immediate Affiliates, and as may be assigned by the CEO or the Board of Directors of the Company (the “Board”) or a committee thereof from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the Irving, Texas location of the Company’s offices in San Jose, California, USA as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 13 hereof) or engage in any other business activity without the prior approval of the CEOBoard or its authorized representative. It also is agreed that if the CEO Board subsequently determines, and gives notice to the Executive, that any such membership or activitymembership, previously approved, is materially inconsistent with the Executive’s obligations under Section 67, Section 7 8 or Section 8 hereof 9 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP Senior Vice President and CFO Chief Technology Officer reporting to the chief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the position, with respect to the business operations of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, California, USA as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with his performance of his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEO. It also is agreed that if the Board of Directors of the Company (the “Board”) or CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 hereof or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.