ATHEROS COMMUNICATIONS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 26th, 2003 • Atheros Communications Inc • Delaware
This Indemnification Agreement (the “Agreement”) is entered into as of , 200 (the “Effective Date”), by and between ATHEROS COMMUNICATIONS, INC., a Delaware corporation (the “Corporation”), and (“Indemnitee”).
SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • April 29th, 2011 • Atheros Communications Inc • Semiconductors & related devices
This Severance and Change in Control Agreement (this “Agreement”) amends the employment letter agreement dated December 5, 2010 (the “Prior Agreement”), by and between Atheros Communications, Inc. (the “Company”) and you. This Agreement supersedes any written or verbal relating to severance payments and benefits, including payments and benefits upon termination in the event of a change in control of the Company.
AGREEMENT AND PLAN OF MERGER Among QUALCOMM INCORPORATED, T MERGER SUB, INC. and ATHEROS COMMUNICATIONS, INC. Dated as of January 5, 2011Merger Agreement • January 5th, 2011 • Atheros Communications Inc • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER dated as of January 5, 2011 (this “Agreement”), by and among QUALCOMM INCORPORATED, a Delaware corporation (“Parent”), T MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and ATHEROS COMMUNICATIONS, INC., a Delaware corporation (the “Company” and, together with Parent and Sub, collectively, the “Parties”).
LEASE BY AND BETWEEN 525 Almanor LLC, a California limited liability company as Landlord and T-Span Systems Corporation, a Delaware corporation as Tenant April 14, 2000Lease Agreement • November 26th, 2003 • Atheros Communications Inc • California
THIS LEASE, dated April 14, 2000 for reference purposes only, is made by and between 525 ALMANOR LLC, a California limited liability company (“Landlord”) and T-SPAN SYSTEMS CORPORATION, a Delaware corporation (“Tenant”), to be effective and binding upon the parties as of the date the last of the designated signatories to this Lease shall have executed this Lease (the “Effective Date of this Lease”).
ATHEROS COMMUNICATIONS, INC. COMMON STOCK ($0.0005 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • January 16th, 2004 • Atheros Communications Inc • Semiconductors & related devices • New York
T-SPAN SYSTEMS CORPORATION EXEMPT EMPLOYEE LETTER AGREEMENTExempt Employee Letter Agreement • February 13th, 2009 • Atheros Communications Inc • Semiconductors & related devices
On behalf of T-Span Systems Corporation, a Delaware corporation (the “Company”), I am pleased to extend you an offer to join the Company. This letter sets forth the basic terms and conditions of your employment with the Company. We would like you to begin your employment with the Company on a date to be mutually agreed upon, but no later than February 1st , 2000. By signing this letter, you will be agreeing to these terms. It is important that you understand clearly both what your benefits are and what is expected of you by the Company.
AGREEMENT AND PLAN OF MERGER BY AND AMONG ATHEROS COMMUNICATIONS, INC., ICEMAN ACQUISITION ONE CORPORATION, ICEMAN ACQUISITION TWO LLC, AND INTELLON CORPORATION DATED AS OF September 8, 2009Merger Agreement • September 8th, 2009 • Atheros Communications Inc • Semiconductors & related devices • Delaware
This Agreement and Plan of Merger (this “Agreement”) is dated and entered into as of September 8, 2009 by and among Atheros Communications, Inc., a Delaware corporation (“Parent”), Iceman Acquisition One Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Subsidiary One”), Iceman Acquisition Two LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Merger Subsidiary Two” and together with Merger Subsidiary One, the “Merger Subsidiaries”), and Intellon Corporation, a Delaware corporation (the “Company”). Each of Parent, the Merger Subsidiaries and the Company are referred to herein as a “Party” and together as the “Parties.” All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in ARTICLE 1.
SUPPORT AGREEMENTSupport Agreement • September 8th, 2009 • Atheros Communications Inc • Semiconductors & related devices • Delaware
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of September , 2009, between Atheros Communications, Inc., a Delaware corporation (“Parent”), Iceman Acquisition One Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Subsidiary One”), Iceman Acquisition Two LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Merger Subsidiary Two”), and the undersigned stockholder (the “Stockholder”) of Intellon Corporation, a Delaware corporation (the “Company”).
ATHEROS COMMUNICATIONS, INC. EXEMPT EMPLOYEE LETTER AGREEMENTExempt Employee Letter Agreement • February 13th, 2009 • Atheros Communications Inc • Semiconductors & related devices
On behalf of Atheros Communications, Inc., a Delaware corporation (the “Company”), I am pleased to extend you an offer to join the Company. This letter sets forth the basic terms and conditions of your employment with the Company. We would like you to begin your employment with the Company on or before October 10, 2000. By signing this letter, you will be agreeing to these terms. It is important that you understand clearly both what your benefits are and what is expected of you by the Company.
TRANSITION AGREEMENTTransition Agreement • November 26th, 2003 • Atheros Communications Inc • California
THIS TRANSITION AGREEMENT (the “Agreement”) is made and entered into as of March 21, 2003 (the “Effective Date”), by and between ATHEROS COMMUNICATIONS, INC., a Delaware corporation (the “Company”) and RICHARD A. REDELFS (“Executive”),
AGREEMENT AND RELEASE OF CLAIMSRelease of Claims Agreement • January 16th, 2004 • Atheros Communications Inc • Semiconductors & related devices • California
THIS AGREEMENT AND RELEASE OF CLAIMS (“Agreement”) is entered into by and between Ranendu Das (the “Employee”) and Atheros Communications, Inc. (the “Company”).
ASSET PURCHASE AGREEMENT BY AND BETWEEN ATHEROS COMMUNICATIONS, INC., as Acquirer AND U-NAV MICROELECTRONICS CORPORATION, as Company Dated as of December 13, 2007Asset Purchase Agreement • December 17th, 2007 • Atheros Communications Inc • Semiconductors & related devices • California
THIS ASSET PURCHASE AGREEMENT is made and entered into as of December 13, 2007, by and among ATHEROS COMMUNICATIONS, INC., a Delaware corporation (“Acquirer”), and U-NAV MICROELECTRONICS CORPORATION, a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 11.
ATHEROS LETTERHEAD]Employment Agreement • December 30th, 2003 • Atheros Communications Inc • Semiconductors & related devices
On behalf of Atheros Communications, Inc., a Delaware corporation (the “Company”), I am pleased to extend you an offer to join the Company. This letter sets forth the basic terms and conditions of your employment with the Company. We would like you to begin your employment with the Company on or before November 25, 2003. This offer expires on November 21, 2003. By signing this letter, you will be agreeing to these terms. It is important that you understand clearly both what your benefits are and what is expected of you by the Company.
ATHEROS COMMUNICATIONS, INC. EXEMPT EMPLOYEE LETTER AGREEMENTExempt Employee Letter Agreement • November 26th, 2003 • Atheros Communications Inc
On behalf of Atheros Communications, Inc., a Delaware corporation (the “Company”), I am pleased to extend you an offer to join the Company. This letter sets forth the basic terms and conditions of your employment with the Company. We would like you to begin your employment with the Company on or before November 5, 2001. This offer expires on Wednesday, October 10, 2001. By signing this letter, you will be agreeing to these terms. It is important that you understand clearly both what your benefits are and what is expected of you by the Company.
ATHEROS COMMUNICATIONS, INC. STOCK UNIT ASSUMPTION AGREEMENTStock Unit Assumption Agreement • December 15th, 2009 • Atheros Communications Inc • Semiconductors & related devices
As you know, on December [—], 2009 (the “Closing Date”) Atheros Communications, Inc. (“Atheros”) acquired Intellon Corporation, (the “Merger”) pursuant to the Agreement and Plan of Merger by and among Atheros Communications, Inc., Intellon Corporation, Iceman Acquisition One Corporation, and Iceman Acquisition Two LLC dated as of September 8, 2009 (the “Merger Agreement”). At the Effective Time, you held one or more outstanding restricted stock unit awards, vested or unvested, to receive the common stock of Intellon Corporation granted to you under the Intellon Corporation 2007 Equity Incentive Plan (the “2007 Plan”). Pursuant to the Merger Agreement, at the Effective Time, Atheros assumed all obligations of Intellon Corporation under your outstanding restricted stock unit award(s), whether vested or unvested, issued under the Plan. This Stock Unit Assumption Agreement (the “Agreement”) evidences the terms of Atheros’ assumption of your outstanding restricted stock unit award(s) to rec
ATHEROS COMMUNICATIONS, INC. AMENDED AND RESTATED EXEMPT EMPLOYEE LETTER AGREEMENTExempt Employee Letter Agreement • February 13th, 2009 • Atheros Communications Inc • Semiconductors & related devices
On behalf of Atheros Communications, Inc., a Delaware corporation (the “Company”), I am pleased to extend you an offer to join the Company. This letter sets forth the basic terms and conditions of your employment with the Company. This Amended and Restated Exempt Employee Letter Agreement (this “Agreement”) will amend and restate the Exempt Employee Letter Agreement dated as of April 24, 2001 (the “Original Offer Letter”) in its entirety to read as set forth herein. We would like you to begin your employment with the Company on or before May 24, 2001. By signing this letter, you will be agreeing to these terms. It is important that you understand clearly both what your benefits are and what is expected of you by the Company.
SUBLEASESublease • November 26th, 2003 • Atheros Communications Inc • California
THIS LEASE, dated June 1, 2000 for reference purposes only, is made by and between 525 ALMANOR LLC, a California limited liability company (“Landlord”) and MARVELL SEMICONDUCTOR, INC., a California corporation (“Tenant”), to be effective and binding upon the parties as of the date the last of the designated signatories to this Lease shall have executed this Lease (the “Effective Date of this Lease”).
ContractWarrant Agreement • November 26th, 2003 • Atheros Communications Inc • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
AGREEMENTEmployment Agreement • February 11th, 2011 • Atheros Communications Inc • Semiconductors & related devices • Shanghai
Atheros (Shanghai) Co., Ltd., a wholly foreign-owned enterprise with its business office at 690 Bibo Rd, Building 9, 4F, Zhangjiang High-Tech Park, Shanghai 201203, China (“Atheros”)
September 22, 2003 Jack Lazar San Jose, CA 95138 Dear Jack:Employment Agreement • November 26th, 2003 • Atheros Communications Inc
On behalf of Atheros Communications, Inc., a Delaware corporation (the “Company”), I am pleased to extend you an offer to join the Company. This letter sets forth the basic terms and conditions of your employment with the Company. We would like you to begin your employment with the Company on or before September 29, 2003. This offer expires on September 26, 2003. By signing this letter, you will be agreeing to these terms. It is important that you understand clearly both what your benefits are and what is expected of you by the Company.
LEASE AGREEMENT BETWEEN PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P., a Delaware limited partnership (“Landlord”) AND ATHEROS COMMUNICATIONS, INC., a Delaware corporation (“Tenant”) 5480 Great America Parkway Santa Clara, California Dated: April 8, 2005Lease Agreement • April 18th, 2005 • Atheros Communications Inc • Semiconductors & related devices • California
THIS LEASE AGREEMENT (this “Lease”) is made as of April 8, 2005 (the “Effective Date”) by and between Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership (“Landlord”), and Atheros Communications, Inc., a Delaware corporation (“Tenant”), upon all the terms set forth in this Lease as follows:
October 25, 2003 Colin Macnab 16268 Camellia Terrace Los Gatos, CA 95032 Dear Colin:Employment Agreement • November 26th, 2003 • Atheros Communications Inc
On behalf of Atheros Communications, Inc., a Delaware corporation (the “Company”), I am pleased to extend you an offer to join the Company. This letter sets forth the basic terms and conditions of your employment with the Company and supersedes any other written or verbal offer. We would like you to begin your employment with the Company on or before October 29, 2003. This offer expires on October 28, 2003. By signing this letter, you will be agreeing to these terms. It is important that you understand clearly both what your benefits are and what is expected of you by the Company.
ATHEROS COMMUNICATIONS, INC. CONSULTING AGREEMENTConsulting Agreement • November 26th, 2003 • Atheros Communications Inc • California
Amendment to Loan DocumentsLoan Agreement • January 16th, 2004 • Atheros Communications Inc • Semiconductors & related devices
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley Bank (“Silicon”) and the borrower named above (“Borrower”).
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • March 10th, 2006 • Atheros Communications Inc • Semiconductors & related devices
This Amendment (“Amendment”) to Consulting Agreement is entered into effective as of the 1st day of January, 2006, by and between Atheros Communications, Inc. (“Company”) and Teresa Meng (“Consultant”).
EQUIPMENT LOAN AND SECURITY AGREEMENT Dated as of September _, 2001 between GATX VENTURES, INC. Lafayette, California 94549 as Lender and ATHEROS COMMUNICATIONS, INC. a Delaware corporation Sunnyvale, CA 94085 as Borrower CREDIT AMOUNT: $3,000,000Equipment Loan and Security Agreement • November 26th, 2003 • Atheros Communications Inc • California
Eligible Equipment: New and used manufacturing equipment, computer equipment, office equipment and furnishings, laboratory and test equipment.
ATHEROS COMMUNICATIONS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 30th, 2003 • Atheros Communications Inc • Semiconductors & related devices • California
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 18th day of April, 2001 by and among ATHEROS COMMUNICATIONS, INC., a Delaware corporation (the “Company”), and the persons identified on Exhibit A attached hereto (consisting of the Prior Investors (defined below) and the Series C Investors (defined below), collectively “Investors”) or as may be added in the future as signatories to this Agreement in connection with purchases of Series C Preferred Stock of the Company.
SHARE PURCHASE AGREEMENT Among ATHEROS INTERNATIONAL LTD, ATTANSIC TECHNOLOGY CORPORATION, ASUSPOWER INVESTMENT LTD. and ATHEROS COMMUNICATIONS, INC. October 23, 2006Share Purchase Agreement • December 22nd, 2006 • Atheros Communications Inc • Semiconductors & related devices
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) has been entered into on this 23rd day of October, 2006 (the “Effective Date”), by and among ATHEROS INTERNATIONAL LTD., a company limited by shares organized and existing under the laws of Bermuda and a wholly owned indirect subsidiary of Parent (“Purchaser”), ATTANSIC TECHNOLOGY CORPORATION, a company organized and existing under the laws of the Republic of China (“R.O.C.”), having its registered office at 2/F-8 81 Shuili Road, Xinzhu, Taiwan, R.O.C. (the “Company”), ASUSPOWER INVESTMENT LTD., a limited company organized and existing under the laws of the R.O.C., having its registered office at 7th Floor, Office 2, No.167 Kuang-Ming Road, Peitou, Taipei, Taiwan, R.O.C. (the “Selling Shareholder”), and, solely with respect to Article I, Article V, Article VI, Article VIII and Article X, ATHEROS COMMUNICATIONS, INC., a Delaware corporation (“Parent”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG ATHEROS TECHNOLOGY LTD., A BERMUDA COMPANY, AS ACQUIRER, OPULAN TECHNOLOGIES CORP., AN EXEMPTED CAYMAN ISLANDS COMPANY, AS COMPANY, ORBIT ACQUISITION CORP., AN EXEMPTED CAYMAN ISLANDS COMPANY, AS MERGER SUB,...Merger Agreement • October 26th, 2010 • Atheros Communications Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of July 19, 2010, by and among Atheros Technology Ltd., a Bermuda company (“Acquirer”), Orbit Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Acquirer whose registered office is C/O Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9005, Cayman Islands (“Merger Sub”), Opulan Technologies Corp., an exempted company incorporated under the laws of the Cayman Islands whose registered office is C/O Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”), and Darren Huang, in his capacity as the Securityholder Representative. Acquirer, Merger Sub, the Company and the Securityholder Representative are referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings
T-SPAN SYSTEMS CORPORATION EXEMPT EMPLOYEE LETTER AGREEMENTExempt Employee Letter Agreement • November 26th, 2003 • Atheros Communications Inc
On behalf of T-Span Systems Corporation, a Delaware corporation (the “Company”), I am pleased to extend you an offer to join the Company. This letter sets forth the basic terms and conditions of your employment with the Company. We would like you to begin your employment with the Company no later than February 29, 2000. By signing this letter, you will be agreeing to these terms. It is important that you understand clearly both what your benefits are and what is expected of you by the Company.
AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 22nd, 2006 • Atheros Communications Inc • Semiconductors & related devices
This Amendment No. 1 to the Share Purchase Agreement dated as of 23 October 2006 (the “SPA”) (hereinafter, the “Amendment”), is made and entered into as of 18 December 2006 by and among:
Loan and Security AgreementLoan and Security Agreement • November 26th, 2003 • Atheros Communications Inc • California
THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between SILICON VALLEY BANK (“Silicon”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and the borrower(s) named above (jointly and severally, the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
ATHEROS COMMUNICATIONS, INC. STOCK OPTION ASSUMPTION AGREEMENTStock Option Assumption Agreement • December 15th, 2009 • Atheros Communications Inc • Semiconductors & related devices
As you know, on December [—], 2009 (the “Closing Date”) Atheros Communications, Inc. (“Atheros”) acquired Intellon Corporation, (the “Merger”) pursuant to the Agreement and Plan of Merger by and among Atheros Communications, Inc., Intellon Corporation, Iceman Acquisition One Corporation, and Iceman Acquisition Two LLC dated as of September 8, 2009 (the “Merger Agreement”). At the Effective Time, you held one or more outstanding options, vested or unvested, to purchase the common stock of Intellon Corporation granted to you under the Intellon Corporation Third Amended and Restated 2000 Employee Incentive Plan (the “2000 Plan”) and/or the Intellon Corporation 2007 Equity Incentive Plan (the “2007 Plan”) (which the 2007 Plan, together with the 2000 Plan are hereinafter referred to as the “Plans”). Pursuant to the Merger Agreement, at the Effective Time, Atheros assumed all obligations of Intellon Corporation under the outstanding option(s), whether or not then vested or exercisable, issue
