Adaptec 2011 Annual Report Download - page 99

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Exhibit 10.22
AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (this "Agreement"), is entered into by and between PMC-Sierra, Inc. (the "Company") and Gregory S.
Lang (hereinafter "Executive") to be effective as of February 22, 2012 (the "Effective Date").
WHEREAS, Executive has been serving as the Company's President and Chief Executive Officer since April 28, 2008 (the "Start Date"). Company and
Executive desire to continue the employment arrangement on substantially the same terms.
WHEREAS, the Company desires to amend and restate this Agreement to add a healthcare benefit in connection with a Separation from Service (as defined in
Section 11(e) below) in connection with a Change of Control (as defined in Section 11(b) below) consistent with similar benefits provided to other executive
officers.
NOW THEREFORE, for good and sufficient consideration, it is hereby agreed as follows:
1. Employment Period and Term of Agreement. Company agrees to employ Executive, and Executive hereby agrees to be employed by Company, subject to
the terms and conditions of this Agreement. The term of this Agreement shall be three years, commencing on the Effective Date and continuing until April 27,
2014, unless earlier terminated as provided herein (the "Employment Period"). Not later than 90 days before the expiration of the Employment Period,
Company and Executive shall meet and confer regarding any extension of the Employment Period or additional term of agreement.
2. Position and Duties.
(a) Executive will serve as President and Chief Executive Officer ("CEO") of the Company based at the Company's headquarters in Sunnyvale, CA and will
report directly to the Company's Board of Directors (the "Board").
3. Compensation.
(a) Base Salary. During the Employment Period, Executive shall receive an annual gross base salary paid bi-weekly in accordance with the Company's normal
payroll procedures ("Base Salary"). Executive's Base Salary at the Effective Date is $660,000. The amount of Base Salary shall be reviewed annually and
increased by such amount, if any, as may be determined by the Board or its Compensation Committee, as appropriate.
(b) Bonus. Cash incentive bonuses are administered through the Company's Short Term Incentive Program ("STIP") which is designed to reward performance
against short-term corporate and individual goals with a cash bonus. The elements of STIP are further described in the Company's proxy statement. As of the
Effective Date, Executive is eligible for 2011 STIP as of January 1, 2011 at the target award level of 100 % of Base Salary. Any individual objectives against
which Executive is to be measured apart from achievement of the Company's annual plan will be reviewed in advance with Executive but will be finally
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