0001193125-03-087125 Sample Contracts

ATHEROS COMMUNICATIONS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 26th, 2003 • Atheros Communications Inc • Delaware

This Indemnification Agreement (the “Agreement”) is entered into as of , 200 (the “Effective Date”), by and between ATHEROS COMMUNICATIONS, INC., a Delaware corporation (the “Corporation”), and (“Indemnitee”).

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LEASE BY AND BETWEEN 525 Almanor LLC, a California limited liability company as Landlord and T-Span Systems Corporation, a Delaware corporation as Tenant April 14, 2000
Lease • November 26th, 2003 • Atheros Communications Inc • California

THIS LEASE, dated April 14, 2000 for reference purposes only, is made by and between 525 ALMANOR LLC, a California limited liability company (“Landlord”) and T-SPAN SYSTEMS CORPORATION, a Delaware corporation (“Tenant”), to be effective and binding upon the parties as of the date the last of the designated signatories to this Lease shall have executed this Lease (the “Effective Date of this Lease”).

ATHEROS COMMUNICATIONS, INC. EXEMPT EMPLOYEE LETTER AGREEMENT
Exempt Employee Letter Agreement • November 26th, 2003 • Atheros Communications Inc

On behalf of Atheros Communications, Inc., a Delaware corporation (the “Company”), I am pleased to extend you an offer to join the Company. This letter sets forth the basic terms and conditions of your employment with the Company. We would like you to begin your employment with the Company on or before July 5, 2000. By signing this letter, you will be agreeing to these terms. It is important that you understand clearly both what your benefits are and what is expected of you by the Company.

TRANSITION AGREEMENT
Transition Agreement • November 26th, 2003 • Atheros Communications Inc • California

THIS TRANSITION AGREEMENT (the “Agreement”) is made and entered into as of March 21, 2003 (the “Effective Date”), by and between ATHEROS COMMUNICATIONS, INC., a Delaware corporation (the “Company”) and RICHARD A. REDELFS (“Executive”),

ATHEROS COMMUNICATIONS, INC. EXEMPT EMPLOYEE LETTER AGREEMENT
Exempt Employee Letter Agreement • November 26th, 2003 • Atheros Communications Inc

On behalf of Atheros Communications, Inc., a Delaware corporation (the “Company”), I am pleased to extend you an offer to join the Company. This letter sets forth the basic terms and conditions of your employment with the Company. We would like you to begin your employment with the Company on or before November 5, 2001. This offer expires on Wednesday, October 10, 2001. By signing this letter, you will be agreeing to these terms. It is important that you understand clearly both what your benefits are and what is expected of you by the Company.

SUBLEASE
Sublease • November 26th, 2003 • Atheros Communications Inc • California

THIS LEASE, dated June 1, 2000 for reference purposes only, is made by and between 525 ALMANOR LLC, a California limited liability company (“Landlord”) and MARVELL SEMICONDUCTOR, INC., a California corporation (“Tenant”), to be effective and binding upon the parties as of the date the last of the designated signatories to this Lease shall have executed this Lease (the “Effective Date of this Lease”).

Contract
Atheros Communications Inc • November 26th, 2003 • California

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.

September 22, 2003 Jack Lazar San Jose, CA 95138 Dear Jack:
Atheros Communications Inc • November 26th, 2003

On behalf of Atheros Communications, Inc., a Delaware corporation (the “Company”), I am pleased to extend you an offer to join the Company. This letter sets forth the basic terms and conditions of your employment with the Company. We would like you to begin your employment with the Company on or before September 29, 2003. This offer expires on September 26, 2003. By signing this letter, you will be agreeing to these terms. It is important that you understand clearly both what your benefits are and what is expected of you by the Company.

October 25, 2003 Colin Macnab 16268 Camellia Terrace Los Gatos, CA 95032 Dear Colin:
Atheros Communications Inc • November 26th, 2003

On behalf of Atheros Communications, Inc., a Delaware corporation (the “Company”), I am pleased to extend you an offer to join the Company. This letter sets forth the basic terms and conditions of your employment with the Company and supersedes any other written or verbal offer. We would like you to begin your employment with the Company on or before October 29, 2003. This offer expires on October 28, 2003. By signing this letter, you will be agreeing to these terms. It is important that you understand clearly both what your benefits are and what is expected of you by the Company.

ATHEROS COMMUNICATIONS, INC. CONSULTING AGREEMENT
Consulting Agreement • November 26th, 2003 • Atheros Communications Inc • California
EQUIPMENT LOAN AND SECURITY AGREEMENT Dated as of September _, 2001 between GATX VENTURES, INC. Lafayette, California 94549 as Lender and ATHEROS COMMUNICATIONS, INC. a Delaware corporation Sunnyvale, CA 94085 as Borrower CREDIT AMOUNT: $3,000,000
Equipment Loan and Security Agreement • November 26th, 2003 • Atheros Communications Inc • California

Eligible Equipment: New and used manufacturing equipment, computer equipment, office equipment and furnishings, laboratory and test equipment.

T-SPAN SYSTEMS CORPORATION EXEMPT EMPLOYEE LETTER AGREEMENT
Exempt Employee Letter Agreement • November 26th, 2003 • Atheros Communications Inc

On behalf of T-Span Systems Corporation, a Delaware corporation (the “Company”), I am pleased to extend you an offer to join the Company. This letter sets forth the basic terms and conditions of your employment with the Company. We would like you to begin your employment with the Company no later than February 29, 2000. By signing this letter, you will be agreeing to these terms. It is important that you understand clearly both what your benefits are and what is expected of you by the Company.

Loan and Security Agreement
Security Agreement • November 26th, 2003 • Atheros Communications Inc • California

THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between SILICON VALLEY BANK (“Silicon”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and the borrower(s) named above (jointly and severally, the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)

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