CONSULTING AGREEMENTConsulting Agreement • February 2nd, 2010 • Applied Micro Circuits Corp • Semiconductors & related devices • California
This Consulting Agreement (“Agreement”) is dated and effective as of October 21, 2009 (“Effective Date”) between Applied Micro Circuits Corporation and its subsidiaries, a Delaware corporation having its principal place of business at 215 Moffett Park Drive, Sunnyvale, CA 94089 (“Company”), and Cynthia Moreland, a Independent Consultant, […***…] (“Consultant”).
Re: Letter AgreementApplied Micro Circuits Corp • February 2nd, 2010 • Semiconductors & related devices
Per the terms of Exhibit A, Section 3(a) of the Consulting Agreement between you and Applied Micro Circuits Corporation (“APM”) dated October 21, 2009 (“Agreement”). APM has agreed to pay you compensation based upon the net present value (“NPV”) of the best bona fide offer for the sale of [...***...] (“Consultant Payout”). As we discussed, we have entered into an agreement of sale [...***...] which provides for a potential purchase price adjustment based on certain post-closing conditions. The purchase price adjustment terms could result in a reduction of the NPV of bona fide offer made by the purchaser for this sale (the “Purchaser”). Regardless, we have agreed to pay you in accordance with the Agreement, subject to your acknowledgement and agreement to the following terms and conditions:
