Exhibit 10.48
EMPLOYMENT
AGREEMENT
This Employment Agreement
(“Agreement”) is made as of March 9, 2005 (the
“Effective Date”) by and between Thomas L. Tullie
(“Executive”) and Applied Micro Circuits Corporation
(“Employer”).
RECITALS
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1.
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Executive has
been employed by Employer since 1996 and is currently its Chief
Operating Officer.
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2.
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While so
employed, Employer granted Executive stock options pursuant to
Employer’s stock option plan and applicable agreements. All
options previously granted Executive are hereby collectively
referred to as the “Stock Options”.
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3.
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Employer
intends to continue to employ Executive, and Executive intends to
continue employment with Employer, as set forth herein.
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EMPLOYMENT DUTIES
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1.
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TERM Employer will employ Executive for a period of
twelve months after the Effective Date (the “Term”).
After the Term, Executive’s employment shall continue on at
“at will” basis, meaning that either party may
terminate Executive’s employment at any time and for any or
no reason.
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2.
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TITLE Executive shall initially have the title of
Chief Operating Officer.
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3.
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DUTIES. Executive will work exclusively for Employer and
shall initially report to Employer’s Chief Executive Officer.
Executive shall perform faithfully and to the best of his ability
the duties assigned by Employer. Employer may change
Executive’s, title, duties, reporting relationship and
authority at Employer’s sole discretion.
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4.
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FULL TIME
EMPLOYMENT .
Executive’s employment will be on a full-time basis, in
accordance with Employer’s standard employment policies as
may be amended from time to time. Executive will not engage in
other business or render any services, directly or indirectly, to
any other person or organization, whether for compensation or
otherwise, provided that Executive may (i) provide incidental
assistance to family members on matters of family business; and
(ii) sit on the boards of organizations in accordance with
Employer’s policies and practices.
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5.
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LOYALTY AND
NON-COMPETITION For so
long as Executive is employed by Employer, Executive will not
engage in any employment, business, or activity that is competitive
with the business or proposed business of Employer or its
affiliates and will not assist any other person or organization in
competing with Employer or its affiliates or
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in preparing to engage in
competition with the business or proposed business of Employer or
its affiliates. The provisions of this paragraph shall apply both
during normal working hours and at all other times, including
without limitation nights, weekends and vacation time, while the
Executive is employed by the Employer. Commencing on the Effective
Date and ending two years thereafter, Executive shall not solicit
or encourage any employee of AMCC or its affiliates to consider
going to work or work for any other person or entity.
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6.
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COMPENSATION Executive shall receive a base salary of
$300,000, (“Base Salary”) payable on Employer’s
regular payroll dates, less applicable withholdings.
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7.
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TIME TO
EXERCISE VESTED STOCK OPTIONS Executive may exercise his vested non-qualified
Stock Options during a period of twenty-four months from the date
of termination of his employment (but in any event no
later
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