Transition Agreement. The Parties will enter into a written agreement (the “Transition Agreement”) that would effectuate the terms and conditions of this Section 3.3(g) and would include other reasonable terms and conditions, including terms allocating costs and expenses, describing the Parties’ indemnification obligations, setting forth the Parties’ obligations with respect to unauthorized sales, and setting forth other coordination obligations. If, despite such efforts, the Parties are unable to agree upon such terms and conditions within ​ from the effective date of the opt-out, either Party may refer the dispute for resolution by arbitration in accordance with Section 17.1, and the arbitrator has the authority to require the Parties to execute a Transition Agreement in the form approved by the arbitrator.

Transition. During the period of thirteen months following the Separation Date, Employee agrees to cooperate reasonably and at mutually convenient times and locations with the Company regarding any transitional assistance that may be requested by the Company, including # answering questions about matters relating to the business of the Company or its affiliates as to which Employee has knowledge; and # forwarding to the appropriate person any

Transition. Seller shall not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Partnership from maintaining the same business relationships with the Partnership after the Closing as it maintained with the Partnership prior to the Closing.

​ and ​ (the “Parties”) agree that this Project Statement #1 (“Project Statement”) shall be attached to and incorporated in the “Agreement” as Attachment Number #1. For purposes of this Project Statement #1, the “Agreement” means the Master Purchase Agreement between ​ and ​ dated December 15, as amended to-date. The purpose of this Project Statement #1 is to set forth the terms and conditions under which ​ will develop and deliver a 10GbE dual MAC/PHY device (“​ Product”). The Parties agree that the date of this Project Statement #1 shall be January 15, 2009.

This Project ​ Lead Free Qualification is entered into by and between ​ a Delaware corporation, having its principal place of business at 2200 Mission College Boulevard. [[Address A:Address]], and its Affiliates (“​”), ​, Inc., a California corporation having its principal place of business at [[Address B:Address]], and its Affiliates (“​”), effective as of the date of the last signature (the “Effective Date”).

Professional Transition. The Executive agrees to cooperate with and assist the Company in a responsible, positive and professional manner with respect to the transition of his employment duties and responsibilities. The Executive acknowledges that the Company’s obligations under this Agreement are expressly contingent on such cooperation and assistance, and on the Executive dealing with any issues relating to his employment with or separation from the Company in a similarly responsible, positive and professional manner.

The following terms shall apply during the Transition Period, conditioned upon Executive’s continued employment during that time:

Transition Bonus. The Company will pay you a one-time transition bonus of $10,000 payable 90 days after the Effective Date, provided of course that you remain employed as of that date. This bonus payment shall be subject to all applicable taxes and withholdings.

Transition Services. During the Term of this Agreement, the Company shall continue to employ Employee and Employee hereby accepts such ongoing employment, to provide services to affect the orderly transition of Employee’s former duties and responsibilities with the Company and to provide services with respect to special projects as requested by the Company from time to time (the “Transition Services”). In such capacity, Employee shall make himself available to provide the Transition Services as reasonably requested by the Company and shall report directly to the Chief Executive Officer of the Company.

Transition Pay. Except for life and disability (short-term and long-term coverage) which terminated as of February 2, 2016, Employee will be entitled to full salary and benefit participation until the Transition Start Date subject to the terms of any benefit plan. From and after the Transition Start Date and during the remainder of the Term (as defined in 3.1), for performance of the Transition Services, the Company shall pay Employee up to $120,000 (the “Transition Pay”), in the amount of $20,000 per month.