exv10w3



 





Exhibit
10.3




SIRENZA MICRODEVICES, INC.




FORM
OF AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT




     This Amendment to the Executive Employment Agreement (the “Amendment”) is made as of October
___, 2007, by and between Sirenza Microdevices, Inc. (the “Company”), and Clay Simpson (the
“Executive”).



RECITALS




     WHEREAS, the Company and Executive entered into that certain Executive Employment
Agreement dated March 1, 2005 (the “Agreement”).



     WHEREAS, the Company and Executive desire to amend the Agreement to comply with the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended.



     NOW, THEREFORE, the Company and Executive agree that in consideration of the foregoing and the
promises and covenants contained herein, the parties agree as follows:



AGREEMENT




     1.     Involuntary Termination. Section X.E. of the Agreement, entitled “Involuntary
Termination,” is hereby amended to read in its entirety as follows:




          E.     Involuntary Termination. In the event a termination constitutes an
Involuntary Termination as defined herein, Executive shall be entitled to, in lieu of
any severance benefits to which the Executive may otherwise be entitled under any
Company severance plan or program, (i) payment of the unpaid amount of the then
applicable annual base salary up to the effective date of such Involuntary
Termination, (ii) payment of Executive’s pro rata share of any incentive bonus
program calculated as of the effective date of such Involuntary Termination based on
the number of full calendar months worked in any calendar year for which a bonus is
to be paid, (iii) payment of Executive’s then current base salary for a period of
time equal to the Severance Period (such payment under this clause (iii) to be
referred to herein as the “Severance Amount”), in each case which, subject to Section
XXVI, shall be payable in a lump sum as promptly as possible following Executive’s
Involuntary Termination. In addition, in the event of an Involuntary Termination,
immediately prior thereto, 50% of the shares of unvested restricted stock, shares
subject to all then unvested stock options, stock appreciation rights and other
similar awards that have previously been granted to Executive will vest and remain
exercisable after such termination in accordance with the terms of the stock plan
under which such options were granted. Subject to the Company’s obligations under
paragraph H of this Section X, the Executive’s rights under the benefit plans of the
Company shall be determined under the provisions of those plans.



 









 





     2.     Medical and Dental Benefits. Section X.H. of the Agreement, entitled “Medical and
Dental Benefits,” is hereby amended to read in its entirety as follows:




          H.     Medical and Dental Benefits. If Executive’s employment by the
Company or any subsidiary or successor of the Company is terminated because of death,
Disability, or Involuntary Termination, then to the extent that Executive or any of
Executive’s dependents may be covered under the terms of any medical and dental plans
of the Company (or any subsidiary) immediately prior to the termination, the Company
will provide Executive reimbursement for premiums paid for the continuation of such
benefits for Executive and those dependents for the same or equivalent coverages
until twelve (12) months after the effective date of any such termination of
employment. The Company is under no obligation to provide reimbursement for special
coverages for Executive which would not be covered by the plans applicable to
employees generally. The reimbursement payable to Executive pursuant to this
paragraph shall be reduced by the amount equal to the contributions required from
time to time from other employees for equivalent coverages under the Company’s
medical or dental plans. If and to the extent that Executive or any of his
dependents is eligible to participate in a medical, dental or other health insurance
plan of another employer after the termination of his employment by the Company, then
the reimbursement benefit provided by this paragraph shall be eliminated or
commensurately diminished.



     3.     Post-Termination Consulting. Section XII of the Agreement, entitled
“Post-Termination Consulting,” is hereby amended to read in its entirety as follows:




XII.     Post-Termination Consulting. In the event of Executive’s Involuntary or
Voluntary Termination, if requested by the Company, Executive agrees to provide
services to the Company as a consultant for a period of thirty (30) days following
the effective date of such termination (the “Consulting Period”), in exchange for
cash compensation at the rate of $100 per hour. Executive shall have the right to
decline to provide any consulting services requested by the Company after an
Involuntary Termination or Voluntary Termination but such refusal during the period
when severance payments are being made (or accrued pursuant to Section XXVI of this
Agreement) by the Company will result in the forfeiture of Executive’s right to the
Severance Amount hereunder. If Executive does elect to provide consulting services
following the completion of the severance period, Executive shall be obligated to
provide no more than ten (10) hours of consulting services per week during the
Consulting Period, unless the parties agree otherwise, and the Company shall make
reasonable accommodations for Executive with respect to the place and time of the
provision of such services so as not to interfere with Executive’s future employment
or employment opportunities or otherwise.




Notwithstanding the foregoing, in the event that the level of consulting services
provided by Executive to the Company or its successor following the effective date of
Executive’s Involuntary or Voluntary Termination exceeds 20% of the average level of
services that Executive performed over the thirty-six (36) month period preceding



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the effective date of such termination (or such lesser number of months that
constitutes the total period during which Executive provided services to the Company,
if applicable), the Involuntary or Voluntary Termination, as applicable, will not
constitute a “separation from service” for purposes of Section 409A of the Internal
Revenue Code of 1986, as amended, and the final regulations and any other guidance
promulgated thereunder, as they each may be amended from time to time (“Section
409A”).



     4.     Code Section 409A. The following shall be added as Section XXVI of the Agreement:




XXVI. Code Section 409A.




          A. Notwithstanding anything to the contrary in this Agreement, no severance
benefits pursuant to Sections X.E(ii) and (iii) of this Agreement will be considered
due or payable until and unless Executive has a “separation from service” within the
meaning of Section 409A. Notwithstanding anything to the contrary in this Agreement,
if Executive is a “specified employee” within the meaning of Section 409A at the time
of Executive’s “separation from service” for purposes of Section 409A (other than due
to death), then any severance benefits payable pursuant to this Agreement and any
other severance payments or separation benefits, in each case which may be considered
deferred compensation under Section 409A (together, the “Deferred Compensation
Separation Benefits”) otherwise due to Executive on or within the six (6) month
period following Executive’s “separation from service” will accrue during such six
(6) month period and will become payable in a lump sum payment on the date six (6)
months and one (1) day following the date of Executive’s “separation from service.”
All subsequent payments, if any, will be payable in accordance with the payment
schedule applicable to each payment or benefit. Notwithstanding anything herein to
the contrary, if Executive dies following his “separation from service” but prior to
the six (6) month anniversary of the date of his “separation from service,” then any
Deferred Compensation Separation Benefits delayed in accordance with this paragraph
will be payable in a lump sum as soon as administratively practicable after the date
of Executive’s death and all other Deferred Compensation Separation Benefits will be
payable in accordance with the payment schedule applicable to each payment or
benefit.




          B. It is the intent of this Agreement to comply with the requirements of
Section 409A so that none of the severance payments and benefits to be provided
hereunder will be subject to the additional tax imposed under Section 409A, and any
ambiguities herein will be interpreted to so comply. The Company and Executive agree
to work together in good faith to consider amendments to this Agreement and to take
such reasonable actions which are necessary, appropriate or desirable to avoid
imposition of any additional tax or income recognition under Section 409A prior to
actual payment to Executive.



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     5.     Full Force and Effect. To the extent not expressly amended hereby, the Agreement
shall remain in full force and effect.



     6.     Entire Agreement. This Amendment and the Agreement constitute the full and entire
understanding and agreement between the parties with regard to the subjects hereof and thereof.



     7.     Successors and Assigns. This Amendment and the rights and obligations of the
parties hereunder shall inure to the benefit of, and be binding upon, their respective successors,
assigns, and legal representatives.



     8.     Counterparts. This Amendment may be executed in counterparts, all of which
together shall constitute one instrument, and each of which may be executed by less than all of the
parties to this Amendment.



     9.     Governing Law. This Amendment shall be governed in all respects by the internal
laws of Colorado, without regard to principles of conflicts of law.



     10.    Amendment. Any provision of this Amendment may be amended, waived or terminated
by a written instrument signed by the Company and Executive.



(Signature page follows)




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     IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be executed as of
the date first set forth above.



	 	 	 
	CLAY SIMPSON

	 	SIRENZA MICRODEVICES, INC.
	 
	 	 
	 
	 	 
	 

	 	 
	Signature

	 	Signature
	 
	 	 
	Clay Simpson
	 	 
	 

	 	 
	Print Name

	 	Print Name
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	Print Title






(Signature page to Amendment to Simpson Agreement)





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