Annual Discretionary Bonus Program. Aquantia has established an annual bonus program for all of its employees and executives based on the Company’s targets and individual objectives. Your target annual bonus will be Thirty Five Percent (35%) of your base salary; eligibility requirements will be explained in further detail upon your hire. Employees starting employment after January 1st in a plan year will receive a pro-rated incentive, calculated from the date of hire.

Annual Incentive Bonus Plan. With respect to each year during Executive’s employment hereunder, Executive shall be eligible to receive an annual cash incentive bonus (the “Annual Bonus”) pursuant to the terms of the [[Company:Organization]] 2014 Annual Incentive Compensation Plan or any successor plan thereto, as it may be amended from time to time (the “Annual Incentive Plan”). Executive’s target incentive opportunity under the Annual Incentive Plan shall be 80% of Base Salary (as at the beginning of the applicable performance period). Executive has been determined by the Committee (as defined in the Annual Incentive Plan) to be a Participant (as defined in the Annual Incentive Plan) under the Annual Incentive Plan, and Executive’s Performance Goals (as defined in the Annual Incentive Plan) shall be determined by the Committee (as defined in the Annual Incentive Plan) in accordance with Section 5 of the Annual Incentive Plan (or the corresponding section of any successor plan). The Annual Bonus for a year (if any) shall be paid to Executive in accordance with Section 6 of the Annual Incentive Plan (or the corresponding section of any successor plan).

Annual Incentive/Bonus Award. The Executive will be eligible for an annual bonus or incentive compensation during the Employment Term and the Extended Employment Term, if any, based upon the bonus and performance standards established by the Board of Directors and as determined, with specific regard to the Executive, each year by the Board of Directors. Payment of any and all incentive/bonus awards are totally at the discretion of the Board of Directors and are not assumed to be a guaranteed component of the Executive’s compensation.

Annual Discretionary Incentive Bonus Opportunity. Employee will have a graduated annual, cash incentive bonus opportunity of 100% of Base Salary for performance at target (and less or no bonus for performance less than target) and up to 200% of Base Salary (or such higher percentage as the Compensation Committee may determine) for performance in excess of target. Performance will be measured against annual financial targets approved by the Compensation Committee which, in the Compensation Committee’s discretion, may be intended to qualify the cash incentive bonus as performance-based compensation under Code Section 162(m). Actual bonus amounts paid for particular levels of performance will be as determined by the Compensation Committee, and such bonus amounts will be paid in cash within 2-1/2 months after the end of each fiscal year.

Eligibility for 2015 Annual Bonus. Employee will be eligible to receive a cash bonus under the terms and conditions of the Company’s 2015 Bonus Plan, as provided pursuant to [Section 3.2] of the Employment Agreement. The amount of any cash bonus that is awarded to Employee for the 2015 calendar year shall be determined by the Compensation Committee.

Bonus. Executive will be eligible for an annual discretionary bonus of up to % of Executive’s Base Salary. Executive’s annual target bonus percentage, whether Executive receives an annual bonus for any given year, and the amount of any such annual bonus, will be determined by the Board in its sole discretion based upon the Company’s and Executive’s achievement of objectives and milestones to be determined on an annual basis by the Board in consultation with Executive. Bonuses are generally paid by March 15 following the applicable bonus year, and Executive must be an active employee on the date any Annual Bonus is paid in order to earn any such Annual Bonus. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if Executive’s employment terminates for any reason before the date Annual Bonuses are paid.

Annual Bonus for Year of Termination. The Executive will receive a Bonus for the year in which the Termination Date occurred, calculated based on actual performance as provided in the applicable Compensation Plan, pro-rated for the number of months in the year in which the Executive provided services to the Company and assuming target performance on any subjective performance criteria. This pro rata Bonus will be be paid to the Executive at the same time bonuses are paid to other executives of the Company but no later than 2-1/2 months after the fiscal year end.

While you are employed by the Company, the Company will pay you a base salary at the rate of $410,000 per year (the “Base Salary”). Your Base Salary will be paid in accordance with the usual payroll practices of the Company. While you are employed by the Company, your Base Salary will be reviewed from time to time for possible adjustment by the compensation committee of the Board.

Bonus. The Employee shall be eligible to receive an annual performance bonus (“Annual Bonus”) as follows: # for calendar 2015, the Annual Bonus shall be equal to the sum of # One Hundred Twenty Thousand Dollars ($120,000), plus # in the discretion of the Compensation Committee (the “Committee) of the Board of Directors, an additional bonus which, if awarded, is expected to be in the range of Fifty Thousand Dollars to One Hundred Thousand Dollars ($50,000-$100,000), # in the discretion of the Committee, at the end of each of 2016 and 2017, and any subsequent Renewal Term, a bonus which, if awarded, is expected to be in the range of One Hundred Thousand Dollars ($100,000) to Three Hundred Thousand Dollars ($300,000). All bonuses shall be paid within ninety (90) days after the end of the applicable year of the Term.

Bonus. The Company shall establish an annual bonus plan of which certain management employees of the Company shall be eligible to participate, which annual bonus plan shall comprise a calendar year (the “Plan Year”). Melamed shall participate in such annual bonus plan during each year of the term of this Agreement with goals (the “Annual Goals”) established and approved by the Board of Directors. Pursuant to this annual bonus plan, Melamed shall be eligible for discretionary performance and incentive bonuses if and as may be determined in the sole discretion of the Board of Directors of the Company. The bonus criteria for Melamed shall be tied to the Company’s Long Term Financial Pro Forma (as adopted by the Company upon execution of this Agreement) and shall serve as the basis of evaluation for any payments awarded pursuant to the Company’s annual bonus plan by the Board of Directors. At the conclusion of the Plan Year, the Board of Directors shall determine the level of success achieved by the Melamed against the Annual Goals and recommend the amount of the annual bonus plan payment. If Melamed’s employment is terminated for reasons other than Due Cause or her voluntary resignation, she shall receive within 30 days after such date of termination any bonus earned up to the date of termination as reasonably determined by the Board of Directors. All payments related to the annual bonus plan are subject to the prior approval by the Board of Directors and the Company’s ability to make such payments when considering the cash position of the Company. Melamed Bonus Guidelines are attached to this Agreement as Exhibit B.