Amendment No. 1 to 2004 Stock Plan Stock Option Agreement



 Exhibit 10.5 
 AMENDMENT NO. 1 TO 
 2004 STOCK PLAN 

STOCK OPTION AGREEMENT 
 THIS AMENDMENT NO. 1 (this “Amendment”) to that certain Stock Option Agreement dated
                     (the “Option Agreement”) by and between MaxLinear, Inc., a Delaware corporation (the “Company”), and
                     (the “Optionee”) relating to the grant of an option to purchase up to
                     shares of Common Stock of the Company is entered into effective as of the
         day of                      (the “Effective Date”). Capitalized terms not
defined herein have the meanings set forth in the Option Agreement. 
 WHEREAS, in consideration of services provided to the
Company by Optionee, the Board of Directors of the Company (the “Board”) has approved the amendment of the Option Agreement to allow for early exercise of unvested shares subject to the Option Agreement; and 
 WHEREAS, the Company and the Optionee now desire to amend the applicable provisions of the Option Agreement to reflect the new terms and
conditions approved by the Board. 
 NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Optionee agree as follows: 
 1. Amendment to “Section 2(a) Right to Exercise.” Section 2(a) of the Option Agreement is hereby amended and restated in its entirety as follows: 
 “(a) Right to Exercise 
 (i) This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement.
Alternatively, at the election of the Optionee, this Option may be exercised in whole or in part at any time as to Shares that have not yet vested. Vested Shares shall not be subject to the Company’s repurchase right (as set forth in the
Restricted Stock Purchase Agreement, attached hereto as Exhibit C-1 (the “Restricted Stock Purchase Agreement”)). 
 (ii) As a condition to exercising this Option for unvested Shares, the Optionee shall execute the Restricted Stock Purchase Agreement. 
 (iii) This Option may not be exercised for a fraction of a Share.” 
 2. Addition of Exhibits. The Restricted Stock Purchase Agreement, Assignment Separate From Certificate, Joint Escrow Instructions and
Election Under Section 83(b) Of The Internal Revenue Code of 1986 attached to this Amendment as Exhibits C-1, C-2, C-3 and C-4, respectively, are hereby incorporated into the Option Agreement as exhibits thereto with the same exhibit
numbers. 
 3. No Other Amendments. Except as expressly set forth in this Amendment, the Option Agreement shall continue
in full force and effect, without modification, in accordance with its terms. 







 4. Governing Law. This Amendment shall be governed by and construed under the laws of
the State of California, without reference to principles of conflicts of law. 
 5. Counterparts; Facsimile. This
Amendment may be executed by facsimile signature and in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. 

[Remainder of Page Intentionally Blank] 
  

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 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the Effective Date
set forth above. 
  

					
	OPTIONEE	 		 	MAXLINEAR, INC.
			
	  	 		 	  
	Signature	 		 	Signature
			
	  	 		 	  
	Print Name	 		 	Print Name
			
	 	 		 	 
	 	 		 	 Title
  

	Residence Address	 		 	

 [Signature Page to Amendment No. 1 to Stock Option Agreement]








 EXHIBIT C-1 
 MAXLINEAR, INC. 
 2004 STOCK PLAN 
 RESTRICTED STOCK PURCHASE AGREEMENT 
 THIS AGREEMENT is made between                      (the “Purchaser”) and MaxLinear,
Inc. (the “Company”) or its assignees of rights hereunder as of                         . 
 Unless otherwise defined herein, the terms defined in the 2004 Stock Plan (the “Plan”) shall have the same defined meanings in
this Agreement. 
 RECITALS 
 A. Pursuant to the exercise of the option granted to Purchaser under the Plan and pursuant to the Option Agreement dated
                     by and between the Company and Purchaser with respect to such grant (the “Option Agreement”), which Plan and
Option Agreement are hereby incorporated by reference, Purchaser has elected to purchase                      of those shares of Common Stock
which have not become vested under the vesting schedule set forth in the Option Agreement (“Unvested Shares”). The Unvested Shares and the shares subject to the Option Agreement, which have become vested are sometimes collectively referred
to herein as the “Shares.” 
 B. As required by the Option Agreement, as a condition to Purchaser’s election to
exercise the option, Purchaser must execute this Agreement, which sets forth the rights and obligations of the parties with respect to Shares acquired upon exercise of the Option. 
 1. Repurchase Option. 
 (a) If Purchaser’s status as a Service Provider is terminated for any reason, including for death and Disability, the Company shall have the right and option for ninety (90) days from such date
to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of the Purchaser’s Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the “Repurchase
Option”). 
 (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by
delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be) with a copy to the escrow agent described in Section 2 below, a notice in writing indicating the Company’s intention
to exercise the Repurchase Option AND, at the Company’s option, (i) by delivering to the Purchaser (or the Purchaser’s transferee or legal representative) a check in the amount of the aggregate repurchase price, or (ii) by the
Company canceling an amount of the Purchaser’s indebtedness to the Company equal to the aggregate repurchase price, or (iii) by a combination of (i) and (ii) so that the combined payment and








 
cancellation of indebtedness equals such aggregate repurchase price. Upon delivery of such notice and payment of the aggregate repurchase price in any of the ways described above, the Company
shall become the legal and beneficial owner of the Unvested Shares being repurchased and the rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares
being repurchased by the Company. 
 (c) Whenever the Company shall have the right to repurchase Unvested Shares
hereunder, the Company may designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or organizations to exercise all or a part of the Company’s Repurchase Option under this Agreement and
purchase all or a part of such Unvested Shares. 
 (d) If the Company does not elect to exercise the Repurchase
Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. 
 (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Purchaser’s Option Agreement. 
 2. Transferability of the Shares; Escrow. 
 (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to
transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. 
 (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated
by the Company as escrow agent (the “Escrow Agent”), as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon
execution of this Agreement, deliver and deposit with the Escrow Agent, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares
and stock assignment shall be held by the Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested
Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow
Agent’s possession belonging to the Purchaser, and the Escrow Agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if
so required pursuant to other restrictions imposed pursuant to this Agreement. 
 (c) The Company nor the Escrow
Agent shall be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. 
  


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 (d) Transfer or sale of the Shares is subject to restrictions on transfer
imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and
shall acknowledge the same by signing a copy of this Agreement. 
 3. Ownership, Voting Rights, Duties. This Agreement
shall not affect in any way the ownership, voting rights or other rights or duties of Purchaser, except as specifically provided herein. 
 4. Legends. The share certificate evidencing the Shares issued hereunder shall be endorsed with the following legend (in addition to any legend required under applicable federal and state
securities laws): 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF
REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 5. Adjustment for Stock Split. All references to the number of Shares and the purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock split, stock
dividend or other change in the Shares, which may be made by the Company pursuant to the Plan after the date of this Agreement. 
 6. Notices. Notices required hereunder shall be given in person or by registered mail to the address of Purchaser shown on the records of the Company, and to the Company at their respective principal executive offices. 
 7. Survival of Terms. This Agreement shall apply to and bind Purchaser and the Company and their respective permitted assignees and
transferees, heirs, legatees, executors, administrators and legal successors. 
 8. Section 83(b) Election.
Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within thirty
(30) days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of
purchase. In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the
Option is exercised over the purchase price for the exercised Shares. Absent such an Election, taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an
Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the
time the option is exercised, over the purchase price for the exercised Shares. Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase
Option lapses. Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of
Election under Section 83(b) is attached hereto as Exhibit C-4 for reference. 
  

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 PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE
COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALF. 
 9. Representations. Purchaser has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of
this investment and the transactions contemplated by this Agreement. Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Purchaser understands that he or she (and not the
Company) shall be responsible for his own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. 
 10. Governing Law. This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of California. 
 Purchaser represents that he or she has read this Agreement and is familiar with its terms and provisions. Purchaser hereby agrees to accept
as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under this Agreement. 
 [Remainder of page intentionally left blank] 
  

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 IN WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth above.

  

					
	OPTIONEE	 		 	MAXLINEAR, INC.
			
	  	 		 	  
	Signature	 		 	By
			
	  	 		 	  
	Print Name	 		 	Print Name
			
	 	 		 	 
	 	 		 	 Title
  

	Residence Address	 		 	

 [Signature page to Restricted Stock Purchase Agreement] 







 EXHIBIT C-2 
 ASSIGNMENT SEPARATE FROM CERTIFICATE 
 FOR VALUE
RECEIVED I,                                     , hereby sell,
assign and transfer unto MaxLinear, Inc.
                            (           
 ) shares of the Common Stock of MaxLinear, Inc. standing in my name of the books of said corporation represented by Certificate No.              herewith and do hereby
irrevocably constitute and appoint                      to transfer the said stock on the books of the within named corporation with full
power of substitution in the premises. 
 This Stock Assignment may be used only in accordance with the Restricted Stock
Purchase Agreement between MaxLinear, Inc. and the undersigned dated                             ,
             (the “Agreement”). 
  

									
				
	Dated:
                            ,           
 	 		 	Signature:	 	 
		 		 		 		 	

 INSTRUCTIONS: Please do not fill in any blanks other than the signature line.
The purpose of this assignment is to enable the Company to exercise its “repurchase option,” as set forth in the Agreement, without requiring additional signatures on the part of the Purchaser. 







 EXHIBIT C-3 
 JOINT ESCROW INSTRUCTIONS 
 Date:
                            ,
             
 Corporate Secretary 
 MaxLinear, Inc. 
 2051 Palomar Airport Road, Suite
100 
 Carlsbad, CA 92011 
 Dear
                            : 
 As Escrow Agent for both MaxLinear, Inc. (the “Company”), and the undersigned purchaser of stock of the Company (the
“Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”) between the Company and the undersigned, in
accordance with the following instructions: 
 1. In the event the Company and/or any assignee of the Company (referred to
collectively for convenience herein as the “Company”) exercises the Company’s repurchase option set forth in the Agreement, the Company shall give to Purchaser and you a written notice specifying the number of shares of stock to be
purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with
the terms of said notice. 
 2. At the closing, you are directed (a) to date the stock assignments necessary for the
transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver the stock assignments, together with the certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against
the simultaneous delivery to you of the purchase price (by cash, a check, or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the Company’s repurchase option. 
 3. Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder
and any additions and substitutions to said shares as defined in the Agreement. Purchaser does hereby irrevocably constitute and appoint you as Purchaser’s attorney-in-fact and agent for the term of this escrow to execute with respect to such
securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated, including but not limited to the filing with any applicable state blue sky authority of any required
applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this paragraph 3, Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 








 4. Upon written request of the Purchaser, but no more than once per calendar year, unless
the Company’s repurchase option has been exercised, you will deliver to Purchaser a certificate or certificates representing so many shares of stock as are not then subject to the Company’s repurchase option. Within 120 days after
cessation of Purchaser’s continuous employment by or services to the Company, or any parent or subsidiary of the Company, you will deliver to Purchaser a certificate or certificates representing the aggregate number of shares held or issued
pursuant to the Agreement and not purchased by the Company or its assignees pursuant to exercise of the Company’s repurchase option. 
 5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Purchaser, you shall deliver all of the same to Purchaser and
shall be discharged of all further obligations hereunder. 
 6. Your duties hereunder may be altered, amended, modified or
revoked only by a writing signed by all of the parties hereto. 
 7. You shall be obligated only for the performance of such
duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You
shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys shall be
conclusive evidence of such good faith. 
 8. You are hereby expressly authorized to disregard any and all warnings given by any
of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any
such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified,
annulled, set aside, vacated or found to have been entered without jurisdiction. 
 9. You shall not be liable in any respect on
account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 
 10. You shall not be liable for the outlawing of any rights under the Statute of Limitations with respect to these Joint Escrow Instructions
or any documents deposited with you. 
 11. You shall be entitled to employ such legal counsel and other experts as you may deem
necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. 
 12. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an officer or agent of the Company or if you
shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. 
  

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 13. If you reasonably require other or further instruments in connection with these Joint
Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. 
 14. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without
liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the
time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings. 
 15. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or
certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses or at such other addresses as a party may designate by ten days’ advance written notice to each of the other
parties hereto. 
 16. By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint
Escrow Instructions; you do not become a party to the Agreement. 
 17. This instrument shall be binding upon and inure to the
benefit of the parties hereto, and their respective successors and permitted assigns. 
 18. These Joint Escrow Instructions
shall be governed by the internal substantive laws, but not the choice of law rules, of California. 
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intentionally left blank] 
  

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 IN WITNESS WHEREOF, these Joint Escrow Instructions are deemed made as of the date first set
forth above. 
  

					
	PURCHASER	 		 	MAXLINEAR, INC.
			
	  	 		 	  
	Signature	 		 	By
			
	  	 		 	  
	Print Name	 		 	Print Name
			
	 	 		 	 
	 	 		 	 Title
  

	Residence Address	 		 	
			
	ESCROW AGENT	 		 	
			
	 	 		 	
	Corporate Secretary	 		 	
			
	Dated:
                                ,       
     	 		 	
		 		 	
		 		 	

 [Signature page to Joint Escrow Instructions] 







 EXHIBIT C-4 
 ELECTION UNDER SECTION 83(b) 
 OF THE INTERNAL
REVENUE CODE OF 1986 
 The undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b) of the Internal Revenue Code of 1986, as
amended, to include in taxpayer’s gross income or alternative minimum taxable income, as the case may be, for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer’s receipt of the property
described below 
  

	1.	The name, address, taxpayer identification number and taxable year of the undersigned are as follows: 

  

					
	 	  	TAXPAYER:	  	SPOUSE:
	 NAME:
	  	 	  	 
			
	 ADDRESS:
	  	 	  	 
			
		  	 	  	 
			
	 IDENTIFICATION NO.:
	  	 	  	 
			
	 TAXABLE YEAR:
	  	 	  	 

  

	2.	The property with respect to which the election is made is described as follows:
                     shares (the “Shares”) of the Common Stock of MaxLinear, Inc. (the “Company”).


  

	3.	The date on which the property was transferred is:
                    . 

  

	4.	The property is subject to the following restrictions: 

 The Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Company. These restrictions lapse upon the satisfaction of certain conditions
contained in such agreement. 
  

	5.	The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such
property is: $                    . 

  

	6.	The amount (if any) paid for such property is:
$                    . 

 The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned’s receipt of the above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property. 
 The undersigned understands that the foregoing election may not
be revoked except with the consent of the Commissioner. 
  

					
		
	Dated:
                            ,           
 	 	 
		 		 	Taxpayer

 The undersigned spouse of taxpayer joins in this election. 
  

					
		
	Dated:
                            ,           
 	 	 
		 		 	Spouse of Taxpayer