0001193125-03-100380 Sample Contracts

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.

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ATHEROS COMMUNICATIONS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ 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.

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