Common use of Capacity and Performance Clause in Contracts

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP and CFO reporting to the chief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the position, with respect to the business operations of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, CA, USA as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and to the discharge of the duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with the performance of the duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEO. It also is agreed that if the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) a. During the term Term hereof, the Executive shall serve the Company as its VP Chief Executive and CFO reporting to the chief executive officer of the Company (the “CEO”)President. (b) b. During the term Term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive basis and shall have the duties leadership of and responsibilities assigned be responsible to the position by Board of Directors for all operations of the Company from time to time and such other shall have all powers and duties and responsibilities, reasonably consistent with the such position, in accordance with respect to the business operations Bylaws of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, CA, USA as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site that it is no more than thirty-five (35) miles from the Location unless understood that the Executive has expressly consented been delegated certain authority for the Term by the Board of Directors of the Company as provided in writing theretoan instrument dated December 31, 1996, previously delivered, which delegation (the "Delegation Agreement") is incorporated herein by reference and shall remain in effect unless modified or terminated by mutual written agreement during the Term hereof. (d) c. During the term hereofTerm, the Executive shall devote his full business time (other than vacations) and his best efforts, business judgment, skill and knowledge exclusively (except as provided below) to the advancement of the business and interests of the Company and to the discharge of the his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with the performance of the duties and responsibilities hereunder. It is agreed that the The Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without or serve in any industry, trade, governmental position or as a director of any other business or organization during the prior approval term of this Agreement requiring a level of activity greater than the CEOlevel devoted to such "outside" activities during the 12 month period April 1, 1998 through March 31, 1999, except as may be approved by the Compensation Committee. It also is agreed that if The Company encourages participation by the CEO subsequently determinesExecutive in community and charitable activities, and gives notice but said Committee shall have the right to approve or disapprove the Executive's participation in such activities if, that any but only if, in the judgment of said Committee, such membership participation may conflict with the Company's interests or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6's duties or responsibilities or the time required for the discharge of those duties and responsibilities. The Executive has previously delivered a letter, Section 7 supplemented by letter dated the date hereof, containing a true and correct list of all directorships or Section 8 other participation in committees, consulting or other business activities which the Executive has or intends to maintain during the Term, which have been approved by said Committee. d. The Executive has previously been elected to the Board of this Agreement Directors. The Company agrees to propose and recommend to the shareholders of the Company at each appropriate Annual Meeting of such shareholders during the Term hereof the election or gives rise to re-election of the Executive as a material conflict member of interest, the Board. e. On work days the Executive shall cease such activity promptly following notice perform his duties hereunder from the Company's executive offices in Vermont, except when at other locations on business travel for the Company or for other activities approved by the Board.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP Chief Financial Officer and CFO Senior Vice President, reporting to the chief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive He shall have the duties and responsibilities assigned to the his position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the his position, with respect to the business operations of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, CA, USA California as of the Effective Date (the “San ▇▇▇▇ Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the San ▇▇▇▇ Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and to the discharge of the his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with the his performance of the his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEO. It also is agreed that if the Board of Directors of the Company (the “Board”) or the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP and CFO Chief Operating Officer reporting to the chief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the position, with respect to the business operations of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, CACalifornia, USA as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his her full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and to the discharge of the her duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his her personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with the performance of the her duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEO. It also is agreed that if the Board of Directors of the Company (the “Board”) or CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 of this Agreement hereof or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereofCommencing on April 13, 2006, the Executive shall serve the Company as its VP President of Team Sports. In addition, and CFO reporting without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Sports Affiliates (as defined in Section 13 hereof), if so elected or appointed from time to time. The Executive shall report to the chief executive officer Chief Executive Officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The As President of Team Sports, the Executive shall have the duties and responsibilities assigned to the of that position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the that position, with respect to the business operations of the CompanyCompany and designated Sports Affiliates, as may be assigned by the CEO or the Board of Directors of the Company (the “Board”) from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San JoseVan Nuys, CA, USA California as of the Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Sports Affiliates and to the discharge of the his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with the his performance of the his duties and responsibilities hereunder. It is agreed that the The Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without except with the express prior written approval of the CEO. It Board, it also is being agreed that if the CEO Board subsequently determines, and gives notice to the Executive, determines that any such membership or activity, previously approved, is materially inconsistent with approved activity does detract from the Executive’s obligations under Section 6, Section 7 performance or Section 8 of this Agreement or gives give rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP and CFO reporting to the chief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the position, with respect to the business operations of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, CACalifornia, USA as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and to the discharge of the his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with the his performance of the his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEO. It also is agreed that if the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 of this Agreement hereof or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During Commencing on the term hereofEffective Date, the Executive shall serve the Company as its VP Chief Operating Officer (“COO”). In addition, and CFO reporting without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 12 hereof), if so elected or appointed from time to time. The Executive shall report to the chief executive officer Chief Executive Officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The As COO, the Executive shall have the duties and responsibilities assigned to the of that position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the that position, with respect to the business operations of the CompanyCompany and designated Immediate Affiliates, as may be assigned by the CEO or the Board of Directors of the Company (the “ Board”) from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San JoseVan Nuys, CA, USA California as of the Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of the his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with the his performance of the his duties and responsibilities hereunder. It is agreed that the The Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without except with the express prior written approval of the CEO. It Board, it also is being agreed that if the CEO Board subsequently determines, and gives notice to the Executive, determines that any such membership or activity, previously approved, is materially inconsistent with approved activity does detract from the Executive’s obligations under Section 6, Section 7 performance or Section 8 of this Agreement or gives give rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereofhis employment hereunder, the Executive shall serve the Company as its VP and CFO Chief Executive Officer (“CEO”), reporting to the chief executive officer Board of Directors of the Company (the “CEOBoard”)) or a committee thereof. (b) In addition, and without further compensation, the Executive shall serve as a member of the Board for so long as he continues to be employed hereunder in the position of CEO, and the Executive agrees also to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 14 hereof), if so elected or appointed from time to time during the term hereof. At the request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as an officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. In the event the Executive ceases to hold the position of CEO while continuing his employment with the Company, he shall, at the request of the Board, resign as a member thereof. (c) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive He shall have the duties and responsibilities assigned to the position by the Company from time to time of CEO and such other duties and responsibilities, reasonably consistent with the that position, with respect to the business operations of the CompanyCompany and its Immediate Affiliates, as may be assigned by the Company Board or a committee thereof from time to time. (cd) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San JoseVan Nuys, CA, USA California as of the Effective Date date hereof (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto. (de) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of the his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with the his performance of the his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 14 hereof) or engage in any other business activity without the prior approval of the CEOBoard or its authorized representative. It also is agreed that if the CEO Board subsequently determines, and gives notice to the Executive, that any such membership or activitymembership, previously approved, is materially inconsistent with the Executive’s obligations under Section 67, Section 7 8 or Section 8 9 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company. (f) In connection with an initial public offering of the equity securities of ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC (the “Parent”) or its successor and provided that the Executive is then continuing his employment hereunder in the position of CEO, (i) he will be consulted in advance by Parent regarding the selection of an underwriter in connection with such initial public offering and (ii) prior to converting or exchanging any of the Class B Common Units of the Parent into or for options to purchase common stock and/or common stock and/or stock units of a successor company of Parent pursuant to Section 7.4 of Parent’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 9, 2009 (as amended from time to time, the “LLC Agreement”), the Parent shall obtain the written consent of the Executive to the value treatment of the ▇▇▇▇▇▇-▇▇▇▇ Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the “Plan”), or any subsequent equity incentive plan then in effect as part of such initial public offering, provided that such consent shall not be unreasonably withheld or delayed.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP and CFO ____________ reporting to the chief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the position, with respect to the business operations of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San JosePalo Alto, CA, USA as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and to the discharge of the duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with the performance of the duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the [CEO]. It also is agreed that if the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company. GigOptix, Inc. § 2▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ § ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ phone: 6▇▇.▇▇▇.▇▇▇▇ § fax: 6▇▇.▇▇▇.▇▇▇▇ § w▇▇.▇▇▇▇▇▇▇▇.▇▇▇

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP the President &Chief Executive Officer and CFO the Chairman of the Board, reporting to the chief executive officer of the Company (the “CEO”)Board. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive He shall have the duties and responsibilities assigned to the position his positions and offices by the Company Board from time to time and such other duties and responsibilities, reasonably consistent with the positionthose positions and offices, with respect to the business operations of the CompanyCompany and its Immediate Affiliates (as defined below), as may be assigned by the Company Board from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, CA, USA California as of the Effective Date (the “San ▇▇▇▇ Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the San ▇▇▇▇ Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of the his duties and responsibilities hereunderto them. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with the his performance of the his duties and responsibilities hereunderthe Company and its Immediate Affiliates. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEOBoard. It also is agreed that if the CEO Board subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 of this Agreement or gives rise to a material conflict of interestinterest or otherwise materially interferes with the Executive’s duties and responsibilities to the Company and its Immediate Affiliates as set forth in this Section 2, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) a. During the term hereof, the Executive shall serve the Company as its VP and CFO reporting to Chief Executive Officer. Effective July 1, 1997 the chief executive officer of Executive shall also become the Company (the “CEO”)President. (b) b. During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive basis and shall have the duties leadership of and responsibilities assigned be responsible to the position by Board of Directors for all operations of the Company from time to time and such other shall have all powers and duties and responsibilities, reasonably consistent with the such position, in accordance with respect to the business operations Bylaws of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, CA, USA as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site that it is no more than thirty-five (35) miles from the Location unless understood that the Executive has expressly consented been delegated certain authority for the Term by the Board of Directors of the Company as provided in writing theretoan instrument dated December 31, 1996, previously delivered, which delegation (the "Delegation Agreement") is incorporated herein by reference and shall remain in effect unless modified or terminated by mutual written agreement during the Term hereof. (d) c. During the term hereofTerm, the Executive shall devote his full business time (other than vacations) and his best efforts, business judgment, skill and knowledge exclusively (except as provided below) to the advancement of the business and interests of the Company and to the discharge of the his duties and responsibilities hereunder. During The Executive shall not engage in any other business activity or serve in any industry, trade, governmental position or as a director of any other business or organization during the term of this Agreement, except as may be approved by a committee of the Board consisting of three outside directors. The Company encourages participation by the Executive may engage in passive management of his personal investments and in such community and charitable activities, but said Committee shall have the right to approve or disapprove the Executive's participation in such activities as do not individually or if, in the aggregate give rise to a judgment of said Committee, such participation may conflict of interest or otherwise interfere with the performance Company's interests or with the Executive's duties or responsibilities or the time required for the discharge of those duties and responsibilities. The Executive has previously delivered a letter containing a true and correct list of all directorships or other participation in committees, consulting or other business activities which the Executive has or intends to maintain during the Term, which have been approved by said Committee. d. The Executive shall be elected to the Board of Directors by the present Board of Directors as soon as practicable. The Company agrees to propose and recommend to the shareholders of the duties and responsibilities hereunder. It is agreed that Company at each appropriate Annual Meeting of such shareholders during the term hereof the election or re-election of the Executive as a member of the Board. e. On work days the Executive shall not accept membership perform his duties hereunder from the Company's executive offices in Vermont, except when at other locations on a board of directors business travel for the Company or for other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without activities approved by the prior approval of the CEOBoard. It also The Executive is agreed that if the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 of this Agreement or gives rise relocating to a material conflict home in Vermont and shall be reimbursed $25,000 for relocation expenses. Prior to purchase or lease of interesta residence in Vermont, the Executive shall cease such activity promptly following notice from be entitled to reimbursement by the CompanyCompany for reasonable lodging expense and reasonable weekend commuting expenses to Pennsylvania. f. In the event the Executive is terminated by the Company Other Than For Cause or has terminated this Agreement with Good Reason in the first three years of the Term, the Company will be obligated to purchase the Executive's Vermont residence on a marketable title basis, free of any liens, and on reasonable customary terms at his original purchase cost plus initial improvements (but not exceeding $500,000 Company purchase obligation in the aggregate), and the Company will then proceed to resell the residence.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP SVP of Global Sales and CFO Marketing reporting to the chief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the position, with respect to the business operations of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, CA, USA as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his her full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and to the discharge of the duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his her personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with the performance of the duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEO. It also is agreed that if the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP EVP of Global Sales and CFO Marketing reporting to the chief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the position, with respect to the business operations of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, CA, USA as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his her full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and to the discharge of the duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his her personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with the performance of the duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEO. It also is agreed that if the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP President and CFO reporting to Chief Executive Officer. In addition, and without further compensation, the chief executive Executive shall serve as a director and/or officer of one or more of the Company’s Affiliates if so elected or appointed from time to time. During the term hereof, the Company (shall maintain executive offices for the “CEO”)Executive in San Francisco, California, and the Executive shall not be required to relocate outside of the San Francisco area. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive basis and shall have the perform such duties and responsibilities assigned to the position by on behalf of the Company and its Affiliates, including serving as Chief Executive Officer of the Parent, as may be designated from time to time and such other duties and responsibilities, reasonably consistent with by the position, with respect to the business operations Board of Directors of the Company, as may be assigned Company (the “Board”) or by the Company from time to timeits designees. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, CA, USA as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his her full business time and her best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of the her duties and responsibilities hereunder. During The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board in writing; provided that Executive shall be entitled to (i) continue her membership and current level of involvement in the Young Presidents Organization, (ii) join one additional corporate board of an entity that is not a competitor of the Company and devote a reasonable amount of time to activities as a member of such board of directors and (iii) continue her membership and current level of involvement in an advisory capacity with JH Partners, LLC. (d) The Company agrees to propose to the shareholders of the Company at each appropriate Annual Meeting of such shareholders during the term hereof the election or reelection of the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with the performance member of the duties and responsibilities hereunder. It Board, provided that the Executive is agreed that otherwise eligible for such election; however, the failure of the shareholders to so elect or reelect the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEO. It also is agreed that if the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 of this Agreement or gives rise to a material conflict of interest, constitute Good Reason for termination by the Executive shall cease such activity promptly following notice from the Companyhereunder.

Capacity and Performance. (a) During the term hereofof this Agreement, from and after the Commencement Date, the Executive shall serve the Company as its VP President. On May 23, 2009, and CFO reporting continuing during the remainder of the term hereof, the Executive shall be appointed to the chief executive officer position of Chief Executive Officer of the Company and elected as Chairman. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as defined in Section 9 hereof) if so elected or appointed from time to time. At the “CEO”)request of the Board, upon termination of his employment with the Company for any reason, the Executive shall resign as a member of the Board and as Chairman and his offices as President and Chief Executive Officer of the Company and shall resign from any other positions, offices and directorships he may have with the Company or any of its Immediate Affiliates. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive basis and shall have perform the duties and responsibilities assigned to the position by the Company from time to time of his positions and offices and such other duties and responsibilitiesresponsibilities on behalf of the Company and its Affiliates, reasonably consistent with the position, with respect related to the business operations one or more of the Companyhis positions and offices, as may be assigned by the Company to him from time to timetime by the Board or a designated committee thereof. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, CA, USA as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time time, except as otherwise provided in this Section 3(c), and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of the his duties and responsibilities hereunder. During the term of this Agreement, the The Executive may engage in the passive management of his personal and family investments and in charitable and community activities; provided that such community activities, and charitable activities as any memberships on board of directors or other governing boards other than those Company and its Immediate Affiliates authorized by the Board, do not not, individually or in the aggregate aggregate, give rise to a conflict of interest or otherwise materially interfere with his performance of his duties and responsibilities to the Company and its Affiliates under this Agreement or the time required for their performance or breach his obligations set forth in the agreement between the Company and the Executive entitled “Employee Non-Disclosure, Non-Competition and Inventions Agreement” of even date with this Agreement (the “Employee Agreement”). The Executive represents and warrants that, as of the effective date of this Agreement, first written above, he has no existing obligations and has not undertaken any future obligations, except for duties as member and chairman of the board of directors of Shire plc (the “Shire Board”). The Company acknowledges that the Executive has disclosed to the Board the likely time required by the Executive to fulfill his obligations to the Shire Board (the “Shire Obligations”) and the Company agrees that on this basis the Shire Obligations will not substantially interfere with the performance of the Executive’s duties and responsibilities hereunderto the Company and its Affiliates or the time required for their performance and further agrees that the Executive’s membership on, and position as chairman of, the Shire Board do not in themselves constitute a breach of the Employee Agreement. It is agreed that that, exclusive of his Shire Obligations, the Executive shall not accept membership on a any board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior express written approval of the CEO. It also is agreed that if the CEO subsequently determines, and gives notice Board or a designated committee thereof. (d) The Company agrees to propose to the Executive, that any shareholders of the Company at each appropriate Annual Meeting of such membership shareholders during the term hereof the election or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 reelection of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from as a member of the CompanyBoard.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP the President & Chief Executive Officer and CFO the Chairman of the Board, reporting to the chief executive officer of the Company (the “CEO”)Board. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to the position his positions and offices by the Company Board from time to time and such other duties and responsibilities, reasonably consistent with the positionpositions and offices, with respect to the business operations of the CompanyCompany and its Immediate Affiliates (as defined below), as may be assigned by the Company Board from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, CACalifornia, USA as of the Effective Date (the “San ▇▇▇▇ Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the San ▇▇▇▇ Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of the his duties and responsibilities to them hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with the his performance of the his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEOBoard. It also is agreed that if the CEO Board subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 of this Agreement hereof or gives rise to a material conflict of interestinterest or otherwise materially interferes with the Executive’s duties and responsibilities to the Company and its Immediate Affiliates as set forth in this Section 2, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereofCommencing on April 13, 2006, the Executive shall serve the Company as its VP Chief Financial Officer (“CFO”). In addition, and CFO reporting without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Sports Affiliates (as defined in Section 13 hereof), if so elected or appointed from time to time. The Executive shall report to the chief executive officer Chief Executive Officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The As CFO, the Executive shall have the duties and responsibilities assigned to the of that position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the that position, with respect to the business operations of the CompanyCompany and designated Sports Affiliates, as may be assigned by the CEO or the Board of Directors of the Company (the “Board”) from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San JoseVan Nuys, CA, USA California as of the Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Sports Affiliates and to the discharge of the his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with the his performance of the his duties and responsibilities hereunder. It is agreed that the The Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without except with the express prior written approval of the CEO. It Board, it also is being agreed that if the CEO Board subsequently determines, and gives notice to the Executive, determines that any such membership or activity, previously approved, is materially inconsistent with approved activity does detract from the Executive’s obligations under Section 6, Section 7 performance or Section 8 of this Agreement or gives give rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP Senior Vice President and CFO Chief Technology Officer reporting to the chief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive shall have the duties and responsibilities assigned to the position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the position, with respect to the business operations of the Company, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San Jose, CACalifornia, USA as of the Effective Date (the “Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and to the discharge of the his duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with the his performance of the his duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEO. It also is agreed that if the Board of Directors of the Company (the “Board”) or CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 of this Agreement hereof or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereofher employment hereunder, the Executive shall serve the Company as its VP and CFO Chief Operations Officer (“COO”), reporting to the chief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive She shall have the duties and responsibilities assigned to the position by the Company from time to time of COO and such other duties and responsibilities, reasonably consistent with the that position, with respect to the business Supply Chain, manufacturing, distribution, sourcing, information technology, apparel and related operations of the CompanyCompany and its Immediate Affiliates, as may be assigned by the CEO or the Board of Directors of the Company (the “Board”) or a committee thereof from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San JoseVan Nuys, CA, USA California as of the Effective Commencement Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his her full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of the her duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his her personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with the her performance of the her duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 13 hereof) or engage in any other business activity without the prior approval of the CEOBoard or its authorized representative. It also is agreed that if the CEO Board subsequently determines, and gives notice to the Executive, that any such membership or activitymembership, previously approved, is materially inconsistent with the Executive’s obligations under Section 67, Section 7 8 or Section 8 9 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP the President & Chief Executive Officer and CFO the Chairman of the Board, reporting to the chief executive officer of the Company (the “CEO”)Board. (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive He shall have the duties and responsibilities assigned to the position his positions and offices by the Company Board from time to time and such other duties and responsibilities, reasonably consistent with the positionthose positions and offices, with respect to the business operations of the CompanyCompany and its Immediate Affiliates (as defined below), as may be assigned by the Company Board from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San JosePalo Alto, CA, USA California as of the Effective Date (the “Palo Alto Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Palo Alto Location unless the Executive has expressly consented in writing thereto. GigOptix, Inc. ¡ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ¡ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ phone: ▇▇▇.▇▇▇.▇▇▇▇ ¡ fax: ▇▇▇.▇▇▇.▇▇▇▇ ¡ ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ (d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of the his duties and responsibilities hereunderto them. During the term of this Agreement, the Executive may engage in passive management of his personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with the his performance of the his duties and responsibilities hereunderthe Company and its Immediate Affiliates. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEOBoard. It also is agreed that if the CEO Board subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 6, Section 7 or Section 8 of this Agreement or gives rise to a material conflict of interestinterest or otherwise materially interferes with the Executive’s duties and responsibilities to the Company and its Immediate Affiliates as set forth in this Section 2, the Executive shall cease such activity promptly following notice from the Company.

Capacity and Performance. (a) During the term hereof, the Executive shall serve the Company as its VP and CFO Chief Operations Officer, reporting to the chief executive officer of the Company (the “CEO”). (b) During the term hereof, the Executive shall be employed by the Company on a full-time basis. The Executive She shall have the duties and responsibilities assigned to the her position by the Company from time to time and such other duties and responsibilities, reasonably consistent with the her position, with respect to the business Supply Chain, manufacturing, distribution, sourcing, information technology, apparel and related operations of the CompanyCompany and its Immediate Affiliates, as may be assigned by the Company from time to time. (c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term hereof shall be at the location of the Company’s offices in San JoseVan Nuys, CA, USA California as of the Effective Date (the “Van Nuys Location”) or such other site as the Company may select from time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location unless the Executive has expressly consented in writing thereto. (d) During the term hereof, the Executive shall devote his her full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Immediate Affiliates and to the discharge of the her duties and responsibilities hereunder. During the term of this Agreement, the Executive may engage in passive management of his her personal investments and in such community and charitable activities as do not individually or in the aggregate give rise to a conflict of interest or otherwise interfere with the her performance of the her duties and responsibilities hereunder. It is agreed that the Executive shall not accept membership on a board of directors or other governing board of any Person (as defined in Section 12 hereof) or engage in any other business activity without the prior approval of the CEO. It also is agreed that if the Board of Directors of the Company (the “Board”) or the CEO subsequently determines, and gives notice to the Executive, that any such membership or activity, previously approved, is materially inconsistent with the Executive’s obligations under Section 67, Section 7 8 or Section 8 9 of this Agreement or gives rise to a material conflict of interest, the Executive shall cease such activity promptly following notice from the Company.