Adaptec 2002 Annual Report Download - page 104

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Exhibit 10.5
PMC−SIERRA, INC.
EXECUTIVE EMPLOYMENT AGREEMENT
This Agreement is between PMC−Sierra, Inc. (the "Company"), and
_______________ ("Executive") and effective as of __________________.
1. Termination Without Cause, or Constructive Termination, With Change in Control. If Company terminates
Executive's employment without Cause, or takes actions which constitute Constructive Termination, and a
Change in Control (or the signing of a binding agreement which could result in a Change in Control) is
reasonably expected within the next 60 days or has occurred in the past two years, then the following will
occur.
(i) Promptly following such actual or Constructive Termination,
Executive shall receive
(A) his Base Salary through the date of termination,
(B) a lump−sum payment equal to 4% of his then−current Base Salary for each full month during which he was
Employed by the Company or its affiliates, provided that this total payment shall not exceed two times
Executive's then−current Base Salary,
(C) a lump−sum payment equal to 2% of his prior year's bonus for each full month during which he was
Employed by the Company or its affiliates (up to a maximum payment equal to his four previous quarterly
bonus payments added together) and
(D) all accrued vacation, expense reimbursements and any other benefits due to Executive through the date of
termination in accordance with established Company plans and policies.
(ii) If within 10 days after the date of termination Executive signs and delivers to Company a consulting
agreement in substantially Company's standard form used on the date of this Agreement which requires
Executive to (1) provide up to five days of consulting services to Company during each calendar quarter at
times reasonably acceptable to Executive, and (2) maintain the confidentiality of Company's trade secrets
and not use Company's trade secrets other than for Company's benefit, then each option which Executive holds
at the date of termination will continue to vest and be exercisable until 30 days after the option has fully
vested.
(iii) Until the later of (1) two years after the date Executive's employment by the Company terminates or
(2) the date on which all options to purchase Company stock held by Executive are fully vested, Executive
will not directly or indirectly engage in, provide services to or own a more than 25% voting interest in a
business anywhere in the world which develops, manufactures, markets or sells any products which directly
compete with the products manufactured, marketed or sold by the Company or its subsidiaries at the date
Executive's employment terminates.
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