Adaptec 2005 Annual Report Download - page 114

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Exhibit 10.5
FORM OF
PMC-SIERRA, INC.
CHANGE OF CONTROL AGREEMENT
THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”), is made by and between PMC-Sierra, Inc. (hereinafter the “Company”), and
[Executive Officer] (hereinafter “Executive”) and shall be effective as of [Effective Date] (the “Effective Date”).
WHEREAS, the Company and the Executive desire to enter into an employment agreement governing a constructive or actual termination connected with
a change in control of the Company.
NOW, THEREFORE, the Company and Executive, in consideration of the mutual promises set forth herein, hereby agree as follows:
1. Termination Without Cause or Constructive Termination in Connection With a Change in Control. If the Company terminates Executive’s employment
without Cause or Executive resigns under circumstances that constitute a 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 to occur within the next 60 days or has occurred in the past two years, then,
provided that Executive executes a release in a form substantially similar to Exhibit A (the “Release”) and such Release becomes effective and enforceable in
accordance with its terms following the expiration of any applicable revocation period under federal or state law 30 days following the Executive’s Separation
from Service, the following will occur:
(i) Executive shall receive (in each case less applicable withholding):
(A) a cash payment equal to 4% of Executive’s then-current Base Salary for each full month during which Executive was employed by the
Company or its affiliates (up to a maximum total payment equal to two times Executive’s then-current Base Salary) payable in a series of 12 equal monthly
installments beginning on the first regular payday for the Company’s salaried employees on which the Release is effective within the 60-day period following the
date of the Executive’s Separation from Service. Such cash payments shall be treated as a right to a series of separate payments for purposes of Section 409A of
the Code, and each such payment made during the period commencing with the date of Executive’s Separation from Service and ending March 15 of the
succeeding calendar year is hereby designated a “Short-Term Deferral Payment” for purposes of Section 5 of this Agreement and shall be paid during that period
whether or not Executive is deemed to be a key employee under Section 5 at the time of Executive’s Separation from Service;
(B) a cash payment equal to 2% for every month the Executive was employed by the Company of the total of bonuses received by Executive
for the last Short Term Incentive Plan (“STIP”) periods totaling 12 months, up to a maximum total payment equal to 100% of the amount of bonuses received by
Executive under STIP for the last periods totaling 12 months. For example: if STIP bonuses are measured on a semi-annual
Source: PMC SIERRA INC, 10-K, February 22, 2008