Master and Supplemental Confirmation



 Exhibit 10.1 
 GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000 
 Opening Transaction 
  

			
	 To:
	  	 PMC-Sierra, Inc.
 1380
Bordeaux Drive
 Sunnyvale, CA 94089

		
	 A/C:
	  	042452425
		
	 From:
	  	Goldman, Sachs & Co.
		
	 Re:
	  	Collared Accelerated Stock Buyback
		
	 Ref. No:
	  	As provided in the Supplemental Confirmation
		
	 Date:
	  	May 2, 2012

  
  

     This master confirmation (this “Master Confirmation”), dated as of
May 2, 2012 is intended to set forth certain terms and provisions of certain Transactions (each, a “Transaction”) entered into from time to time between Goldman, Sachs & Co. (“GS&Co.”) and
PMC-Sierra, Inc. (“Counterparty”). This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. The additional terms of any particular Transaction shall
be set forth in (i) a Supplemental Confirmation in the form of Schedule A hereto (a “Supplemental Confirmation”), which shall reference this Master Confirmation and supplement, form a part of, and be subject to this Master
Confirmation and (ii) a Trade Notification in the form of Schedule B hereto (a “Trade Notification”), which shall reference the relevant Supplemental Confirmation and supplement, form a part of, and be subject to such
Supplemental Confirmation. This Master Confirmation, each Supplemental Confirmation and the related Trade Notification together shall constitute a “Confirmation” as referred to in the Agreement specified below. 

     The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions
(the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Master Confirmation. This Master Confirmation, each Supplemental Confirmation and the related Trade
Notification evidence a complete binding agreement between Counterparty and GS&Co. as to the subject matter and terms of each Transaction to which this Master Confirmation, such Supplemental Confirmation and Trade Notification relate and shall
supersede all prior or contemporaneous written or oral communications with respect thereto. 

     This Master Confirmation, each Supplemental Confirmation and each Trade Notification
supplement, form a part of, and are subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (the “Agreement”) as if GS&Co. and Counterparty had executed the Agreement on the date of
this Master Confirmation (but without any Schedule except for (i) the election of Loss and Second Method, New York law (without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law)
as the governing law and US Dollars (“USD”) as the Termination Currency, (ii) the election that subparagraph (ii) of Section 2(c) will not apply to the Transactions, (iii) the replacement of the word
“third” in the last line of Section 5(a)(i) with the word “first,” (iv) the election that the “Cross Default” provisions of Section 5(a)(vi) shall apply to both GS&Co. and Counterparty, with a
“Threshold Amount” of USD 50 million, provided that (a) the phrase “or becoming capable at such time of being declared” shall be deleted from clause (1) of Section 5(a)(vi) of the Agreement, and (b) the
following language shall be added to the end thereof: “Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an Event of Default if (x) the default was caused solely by error or omission of an
administrative or operational nature; (y) funds were available to enable the party to make the payment when due; and (z) the payment is made within two Local Business Days of such party’s receipt of written notice of its failure to
pay.”, (v) the designation of the General Guarantee Agreement of The Goldman Sachs 
  

	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 



  








 
Group, Inc. (“GS Group”) dated January 30, 2006 in favor of each person to whom GS&Co. may owe any Obligations (as defined in the General Guarantee Agreement) and filed
as Exhibit 10.45 to GS Group’s Annual Report on Form 10-K for the fiscal year ended November 25, 2005 and any successor guarantee by GS Group in favor of each person to whom GS&Co. may owe any obligations (as defined in the General
Guarantee Agreement) as a Credit Support Document under the Agreement and (vi) the designation of GS Group as a Credit Support Provider in relation to GS&Co. under the Agreement). 

     The Transactions shall be the sole Transactions under the Agreement. If there exists any
ISDA Master Agreement between GS&Co. and Counterparty or any confirmation or other agreement between GS&Co. and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between GS&Co. and Counterparty, then
notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which GS&Co. and Counterparty are parties, the Transactions shall not be considered Transactions under, or otherwise
governed by, such existing or deemed ISDA Master Agreement. 
      All provisions
contained or incorporated by reference in the Agreement shall govern this Master Confirmation, each Supplemental Confirmation and each Trade Notification except as expressly modified herein or in the related Supplemental Confirmation. 

     If, in relation to any Transaction to which this Master Confirmation, a Supplemental
Confirmation and a Trade Notification relate, there is any inconsistency between the Agreement, this Master Confirmation, any Supplemental Confirmation, any Trade Notification and the Equity Definitions, the following will prevail for purposes of
such Transaction in the order of precedence indicated: (i) such Trade Notification, (ii) such Supplemental Confirmation; (iii) this Master Confirmation; (iv) the Equity Definitions; and (v) the Agreement. 

1.         Each Transaction constitutes a Share Forward Transaction for the purposes of the
Equity Definitions. Set forth below are the terms and conditions that, together with the terms and conditions set forth in the Supplemental Confirmation and Trade Notification relating to any Transaction, shall govern such Transaction. 

General Terms: 
  

					
	 Trade Date:
	 		  	For each Transaction, as set forth in the related Supplemental Confirmation.
			
	 Buyer:
	 		  	Counterparty
			
	 Seller:
	 		  	GS&Co.
			
	 Shares:
	 		  	Common stock, par value $0.001 per share, of Counterparty (Ticker: PMCS)
			
	 Exchange:
	 		  	NASDAQ Global Select Market
			
	 Related Exchange(s):
	 		  	All Exchanges.
			
	 Prepayment\Variable
	 		  	
	 Obligation:
	 		  	Applicable
			
	 Prepayment Amount:
	 		  	For each Transaction, as set forth in the related Supplemental Confirmation.
			
	 Prepayment Date:
	 		  	For each Transaction, as set forth in the related Supplemental Confirmation.
			
	 Valuation:
	 		  	
			
	 Hedge Period:
	 		  	The period from and including the first Exchange Business Day following the Trade Date to and including the Hedge Completion Date.
			
	 Hedge Completion Date:
	 		  	For each Transaction, as set forth in the related Trade Notification, as determined by GS&Co. in its sole discretion, but in no event later than the Hedge Period End
Date.


  
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	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 











			
	 Hedge Period End Date:
	  	 For each Transaction, as set forth in the related Supplemental Confirmation, subject to postponement as provided in “Valuation Disruption”
below.

		
	 Hedge Period Reference
	  	
	 Price:
	  	 For each Transaction, as set forth in the related Trade Notification, to be the average of the VWAP Prices for the Exchange Business Days in the Hedge Period,
subject to “Valuation Disruption” below.

		
	 VWAP Price:
	  	 For any Exchange Business Day, as determined by the Calculation Agent based on the NASDAQ 10b-18 Volume Weighted Average Price per Share for the regular
trading session (including any extensions thereof) of the Exchange on such Exchange Business Day (without regard to pre-open or after hours trading outside of such regular trading session for such Exchange Business Day), as published by Bloomberg at
4:15 p.m. New York time (or 15 minutes following the end of any extension of the regular trading session) on such Exchange Business Day, on Bloomberg page “PMCS Q <Equity> AQR_SEC” (or any successor thereto), or if such price is not
so reported on such Exchange Business Day for any reason or is, in the Calculation Agent’s reasonable discretion, manifestly erroneous, such VWAP Price shall be as reasonably determined by the Calculation Agent. For purposes of calculating the
VWAP Price, the Calculation Agent will include only those trades that are reported during the period of time during which Counterparty could purchase its own shares under Rule 10b-18(b)(2) and are effected pursuant to the conditions of Rule
10b-18(b)(3), each under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such trades, “Rule 10b-18 eligible transactions”).

		
	 Forward Price:
	  	 The average of the VWAP Prices for the Exchange Business Days in the Calculation Period, subject to “Valuation Disruption”
below.

		
	 Forward Price
	  	
	 Adjustment Amount:
	  	 For each Transaction, as set forth in the related Supplemental Confirmation.

		
	 Calculation Period:
	  	 The period from and including the Calculation Period Start Date to and including the Termination Date.

		
	 Calculation Period Start Date:
	  	 For each Transaction, as set forth in the related Supplemental Confirmation.

		
	 Termination Date:
	  	 The Scheduled Termination Date; provided that GS&Co. shall have the right to designate any Exchange Business Day on or after the First Acceleration
Date to be the Termination Date (the “Accelerated Termination Date”) by delivering notice to Counterparty of any such designation prior to 11:59 p.m. New York City time on the Exchange Business Day immediately following the
designated Accelerated Termination Date.

		
	 Scheduled Termination Date:
	  	 For each Transaction, as set forth in the related Supplemental Confirmation, subject to postponement as provided in “Valuation Disruption”
below.

		
	 First Acceleration Date:
	  	 For each Transaction, as set forth in the related Supplemental Confirmation.

		
	 Valuation Disruption:
	  	 The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “at any time
during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at any time on any Scheduled Trading Day during
the Hedge Period, Calculation Period or Settlement Valuation Period” after the word “material,” in the third line thereof.



  
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	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 











					
		 		  	 Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in
the fourth line thereof.

			
		 		  	 Notwithstanding anything to the contrary in the Equity Definitions, to the extent that a Disrupted Day occurs (other than a Disrupted Day that is deemed not
to be a Disrupted Day pursuant to the immediately following paragraph) (i) in the Hedge Period or the Calculation Period, the Calculation Agent may, in its good faith and commercially reasonable discretion, postpone either or both of the Hedge
Period End Date and/or the Scheduled Termination Date by one Scheduled Trading Day, or (ii) in the Settlement Valuation Period, the Calculation Agent may extend the Settlement Valuation Period by one Scheduled Trading Day. If any such Disrupted Day
is a Disrupted Day because of a Market Disruption Event (or a deemed Market Disruption Event as provided herein), the Calculation Agent shall determine whether (i) such Disrupted Day is a Disrupted Day in full, in which case the VWAP Price for such
Disrupted Day shall not be included for purposes of determining the Hedge Period Reference Price, the Forward Price or the Settlement Price, as the case may be, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the VWAP Price
for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day taking into account the nature and duration of the relevant Market Disruption Event, and the weighting
of the VWAP Price for the relevant Exchange Business Days during the Hedge Period, the Calculation Period or the Settlement Valuation Period, as the case may be, shall be adjusted in a commercially reasonable manner by the Calculation Agent for
purposes of determining the Hedge Period Reference Price, the Forward Price or the Settlement Price, as the case may be, with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volume, historical
trading patterns and price of the Shares. Any Exchange Business Day on which, as of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be an Exchange Business Day; if a closure of the
Exchange prior to its normal close of trading on any Exchange Business Day is scheduled following the date hereof, then such Exchange Business Day shall be deemed to be a Disrupted Day in full.

			
		 		  	 If a Disrupted Day occurs during the Hedge Period, the Calculation Period or the Settlement Valuation Period, as the case may be, and each of the nine
immediately following Scheduled Trading Days is a Disrupted Day, then the Calculation Agent, in its good faith and commercially reasonable discretion, may deem such ninth Scheduled Trading Day to be an Exchange Business Day that is not a Disrupted
Day and determine the VWAP Price for such ninth Scheduled Trading Day using its good faith estimate of the value of the Shares on such ninth Scheduled Trading Day based on the volume, historical trading patterns and price of the Shares and such
other factors as it deems appropriate.

			
	 Settlement Terms:
	 		  	
			
	 Physical Settlement:
	 		  	 Applicable; provided that GS&Co. does not, and shall not, make the agreement or the representations set forth in Section 9.11 of the Equity
Definitions related to the restrictions imposed by applicable securities laws with respect to any Shares delivered by GS&Co. to Counterparty under any Transaction.

			
	 Number of Shares

to be Delivered:
	 		  	 A number of Shares equal to (a) the Prepayment Amount divided by (b) the Divisor Amount; provided that the Number of Shares to be Delivered
shall not



  
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	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 











			
		  	 be less than the Minimum Shares or greater than the Maximum Shares. The Number of Shares to be Delivered on the Settlement Date shall be reduced, but not
below zero, by any Shares delivered pursuant to the Initial Share Delivery and the Minimum Share Delivery described below. Notwithstanding Section 9.2 of the Equity Definitions, the Number of Shares to be Delivered shall be rounded down to the
nearest whole number of Shares and no Fractional Share Amounts shall be delivered.

		
	 Divisor Amount:
	  	 The Forward Price minus the Forward Price Adjustment Amount.

		
	 Excess Dividend Amount:    
	  	 For the avoidance of doubt, all references to the Excess Dividend Amount shall be deleted from Section 9.2(a)(iii) of the Equity
Definitions.

		
	 Settlement Date:
	  	 The date that is one Settlement Cycle immediately following the Termination Date.

		
	 Settlement Currency:
	  	 USD

		
	 Initial Share Delivery:
	  	 GS&Co. shall deliver a number of Shares equal to the Initial Shares to Counterparty on the Initial Share Delivery Date in accordance with Section 9.4 of
the Equity Definitions, with the Initial Share Delivery Date deemed to be a “Settlement Date” for purposes of such Section 9.4.

		
	 Initial Share Delivery Date:
	  	 For each Transaction, as set forth in the related Supplemental Confirmation.

		
	 Initial Shares:
	  	 For each Transaction, as set forth in the related Supplemental Confirmation.

		
	 Minimum Share Delivery:
	  	 GS&Co. shall deliver a number of Shares equal to the excess, if any, of the Minimum Shares over the Initial Shares on the Minimum Share Delivery Date in
accordance with Section 9.4 of the Equity Definitions, with the Minimum Share Delivery Date deemed to be a “Settlement Date” for purposes of such Section 9.4.

		
	 Minimum Share Delivery Date:
	  	 The date one Settlement Cycle immediately following the Hedge Completion Date.

		
	 Minimum Shares:
	  	 For each Transaction, as set forth in the related Supplemental Confirmation.

		
	 Maximum Shares:
	  	 For each Transaction, as set forth in the related Supplemental Confirmation.


 Share Adjustments: 
  

			
	 Potential Adjustment Event:    
	  	 Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment
Event.

		
		  	 It shall constitute an additional Potential Adjustment Event if the Scheduled Termination Date for any Transaction is postponed pursuant to “Valuation
Disruption” above, in which case the Calculation Agent may, in its commercially reasonable discretion, adjust any relevant terms of any such Transaction as appropriate to account for the economic effect on the Transaction of such
postponement.



  
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	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 











			
	 Extraordinary Dividend:
	  	 Any dividend or distribution on the Shares (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of
the Equity Definitions).

		
	 Method of Adjustment:            
	  	 Calculation Agent Adjustment


 Extraordinary Events: 
 Consequences of 
 Merger Events: 

 

					
	 (a)     Share-for-Share:
	  	Modified Calculation Agent Adjustment	  	
			
	 (b)     Share-for-Other:
	  	Cancellation and Payment	  	
			
	 (c)     Share-for-Combined:
	  	Component Adjustment	  	

  

			
	 Tender Offer:
	  	 Applicable; provided that (i) Section 12.1(d) of the Equity Definitions shall be amended by replacing “10%” in the
third line thereof with “20%,” (ii) Section 12.1(l) of the Equity Definitions shall be amended (x) by deleting the parenthetical in the fifth line thereof, (y) by replacing “that” in the fifth line thereof with “whether or
not such announcement” and (z) by adding immediately after the words “Tender Offer” in the fifth line thereof “, and any publicly announced change or amendment to such an announcement (including the announcement of an abandonment
of such intention)” and (iii) Sections 12.3(a) and 12.3(d) of the Equity Definitions shall each be amended by replacing each occurrence of the words “Tender Offer Date” by “Announcement Date.”


 Consequences of 
 Tender Offers: 
  

					
	 (a)     Share-for-Share:
	  	Modified Calculation Agent Adjustment.
		
	 (b)     Share-for-Other:
	  	Modified Calculation Agent Adjustment.
		
	 (c)     Share-for-Combined:
	  	Modified Calculation Agent Adjustment.

  

			
		  	 Notwithstanding the foregoing, and without limiting the generality of clause (ii) of Section 12.3(d) of the Equity Definitions, if,
in connection with any Tender Offer, GS&Co. concludes, in its good-faith and commercially reasonable discretion upon the advice of counsel, that (i) it is advisable with respect to any legal, regulatory or self-regulatory requirements or related
policies and procedures (whether or not such policies or procedures are imposed by law or have been voluntarily adopted generally by GS&Co.) to cancel any Transaction, or (ii) it is no longer advisable to hedge any Transaction in the manner
contemplated on the Trade Date for such Transaction, then, in each case, GS&Co. may elect that Cancellation and Payment shall apply to such Transaction.

		
	 Nationalization,
	  	
	 Insolvency or Delisting:
	  	 Cancellation and Payment; provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it
shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select
Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the
Exchange.



  
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	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 










 Additional Disruption Events: 

 

			
	 Change in Law:
	  	 Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in
the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation” and (ii) by replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position”;
provided further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of
new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any
action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision
in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the
second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”.

		
	 Failure to Deliver:
	  	 Applicable; provided that, notwithstanding Section 12.9(b)(ii)(B) of the Equity Definitions, GS&Co. will use commercially reasonable efforts to
deliver any Shares not initially delivered on the Initial Share Delivery Date or the Settlement Date as soon as commercially practicable following the Minimum Share Delivery Date or the Settlement Date, as applicable.

		
	 Insolvency Filing:
	  	 Applicable

		
	 Loss of Stock Borrow:
	  	 Applicable

		
	 Maximum Stock Loan Rate:            
	  	 200 basis points per annum

		
	 Hedging Party:
	  	 GS&Co.

		
	 Increased Cost of Stock Borrow:
	  	 Applicable

		
	 Initial Stock Loan Rate:
	  	 25 basis points per annum

		
	 Hedging Party:
	  	 GS&Co.

		
	 Determining Party:
	  	 GS&Co.



  
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	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 











			
		
	 Additional Termination Event(s):
	  	 Notwithstanding anything to the contrary in the Equity Definitions, if, as a result of an Extraordinary Event, any Transaction would be cancelled or
terminated (whether in whole or in part) pursuant to Article 12 of the Equity Definitions, an Additional Termination Event (with such terminated Transaction(s) (or portions thereof) being the Affected Transaction(s) and Counterparty being the sole
Affected Party) shall be deemed to occur, and, in lieu of Sections 12.7, 12.8 and 12.9 of the Equity Definitions, Section 6 of the Agreement shall apply to such Affected Transaction(s).

		
		  	 The declaration by the Issuer of any Extraordinary Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend
Period, will constitute an Additional Termination Event, with Counterparty as the sole Affected Party and all Transactions hereunder as the Affected Transactions.

		
	 Relevant Dividend Period:
	  	 The period from and including the first day of the Hedge Period to and including the Relevant Dividend Period End Date.

		
	 Relevant Dividend Period

End Date:
	  	 If Annex A applies, the last day of the Settlement Valuation Period; otherwise, the Termination Date.

		
	 Non-Reliance/Agreements and

Acknowledgements Regarding

Hedging Activities/Additional

Acknowledgements:
	  	 Applicable

		
	 Transfer:
	  	 Notwithstanding anything to the contrary in the Agreement, GS&Co. may assign, transfer and set over all rights, title and interest, powers, privileges and
remedies of GS&Co. under any Transaction hereunder, in whole but not in part, to an affiliate of GS&Co. whose obligations under such Transaction are guaranteed by GS Group without the consent of Counterparty; provided that prior
written notice of such transfer is provided to Counterparty, no Event of Default or Termination Event with respect to which GS&Co. is the Defaulting Party or an Affected Party, as the case may be, is then continuing or would result therefrom and
Counterparty is not required to make a payment to GS&Co. (or the transferee) in respect of an Indemnified Tax as a result of such transfer.

		
	 GS&Co. Payment Instructions:
	  	 Chase Manhattan Bank New York
 For A/C Goldman, Sachs & Co.
 A/C #930-1-011483

ABA: 021-000021

		
	 Counterparty’s Contact Details
for        
 Purpose of Giving Notice:
	  	 To be provided by Counterparty

		
	 GS&Co.’s Contact Details for

Purpose of Giving Notice:
	  	  
 Goldman, Sachs & Co.

200 West Street

New York, NY 10282-2198
 Attention: Vijay Culas, Equity Capital Markets
 Telephone: 415-249-7383

Facsimile: 212-428-1898
 Email: Vijay.culas@gs.com

		
		  	 With a copy to:



  
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	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 











			
		  	 Attention: Kevin Castellano, Equity Capital Markets

Equity Capital Markets
 Telephone: 415-249-7384
 Facsimile: 646-769-7571

Email: Kevin.castellano@gs.com

		
		  	 And email notification to the following address:

		  	 Eq-derivs-notifications@am.ibd.gs.com

		
	
2.         Calculation Agent.           
 
	  	 GS&Co.; provided that, upon receipt of written request from Counterparty, Calculation Agent shall promptly (but in no event later than within five
(5) Exchange Business Days from the receipt of such request) provide Counterparty with a written explanation describing in reasonable detail any calculation, adjustment or determination made by it (including any quotations, market data or
information from external sources used in making such calculation, adjustment or determination, as the case may be, but without disclosing Dealer’s proprietary models or other information that may be proprietary or subject to contractual, legal
or regulatory obligations to not disclose such information); and provided further that, following the occurrence of an Event of Default pursuant to Section 5(a)(vii) of the Agreement with respect to which GS&Co. is the Defaulting Party,
Counterparty shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the date such Event of Default occurred and ending on the Early
Termination date with respect to such Event of Default, as the Calculation Agent.


 3.         Additional Mutual Representations, Warranties and
Covenants of Each Party. In addition to the representations, warranties and covenants in the Agreement, each party represents, warrants and covenants to the other party that: 

     (a)         Eligible Contract Participant.
It is an “eligible contract participant”, as defined in the U.S. Commodity Exchange Act (as amended), and is entering into each Transaction hereunder as principal (and not as agent or in any other capacity, fiduciary or otherwise) and not
for the benefit of any third party. 
      (b)
        Accredited Investor. Each party acknowledges that the offer and sale of each Transaction to it is intended to be exempt from registration under the Securities Act of 1933, as amended (the
“Securities Act”), by virtue of Section 4(2) thereof. Accordingly, each party represents and warrants to the other that (i) it has the financial ability to bear the economic risk of its investment in each Transaction and
is able to bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined under Regulation D under the Securities Act and (iii) the disposition of each Transaction is restricted under this Master
Confirmation, the Securities Act and state securities laws. 
 4.         Additional
Representations, Warranties and Covenants of Counterparty. In addition to the representations, warranties and covenants in the Agreement, Counterparty represents, warrants and covenants to GS&Co. that: 

     (a)         As of the Trade Date, Counterparty will
not be engaged in an “issuer tender offer” as such term is defined in Rule 13e-4 under the Exchange Act, nor is it aware of any third party tender offer with respect to the Shares within the meaning of Rule 13e-1 under the Exchange Act.

      (b)         It is not entering into any
Transaction (i) on the basis of, and is not aware of, any material non-public information with respect to the Shares (ii) in anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a
third-party tender offer or (iii) to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any
security convertible into or exchangeable for the Shares). 

  
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	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 











     (c)         Each Transaction is being entered into
pursuant to a publicly disclosed Share buy-back program and its Board of Directors has approved the use of derivatives to effect the Share buy-back program. 
      (d)         Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that neither
GS&Co. nor any of its affiliates is making any representations or warranties or taking any position or expressing any view with respect to the treatment of any Transaction under any accounting standards including ASC Topic 260, Earnings Per
Share, ASC Topic 815, Derivatives and Hedging, or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity. 

     (e)         As of (i) the date hereof and
(ii) the Trade Date for each Transaction hereunder, Counterparty is in compliance with its reporting obligations under the Exchange Act and its most recent Annual Report on Form 10-K, together with all reports subsequently filed by it pursuant
to the Exchange Act, taken together and as amended and supplemented to the date of this representation, do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading. 

     (f)         Counterparty shall report each
Transaction as required under the Exchange Act and the rules and regulations thereunder. 

     (g)         The Shares are not, and Counterparty
will not cause the Shares to be, subject to a “restricted period” (as defined in Regulation M promulgated under the Exchange Act) at any time during any Regulation M Period (as defined below) for any Transaction unless Counterparty has
provided written notice to GS&Co. of such restricted period not later than the Scheduled Trading Day immediately preceding the first day of such “restricted period”; Counterparty acknowledges that any such notice may cause a Disrupted
Day to occur pursuant to Section 5 below; accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 6 below; “Regulation M Period” means, for any
Transaction, (i) the Relevant Period (as defined below) and (ii) the Settlement Valuation Period, if any, for such Transaction. “Relevant Period” means, for any Transaction, the period commencing on the first day of the
Hedge Period for such Transaction and ending on the earlier of (i) the Scheduled Termination Date and (ii) the last Additional Relevant Day (as specified in the related Supplemental Confirmation) for such Transaction, or such earlier day
as elected by GS&Co. and communicated to Counterparty on such day (or, if later, the First Acceleration Date without regard to any acceleration thereof pursuant to “Special Provisions for Acquisition Transaction Announcements” below).

      (h)         As of the Trade Date and
the Prepayment Date, Counterparty is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and Counterparty would be
able to purchase a number of Shares with a value equal to the Prepayment Amount in compliance with the laws of the jurisdiction of Counterparty’s incorporation. 

     (i)         Counterparty is not and, after giving
effect to any Transaction, will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. 

     (j)         Counterparty has not and will not enter
into agreements similar to the Transactions described herein where any initial hedge period, calculation period, relevant period or settlement valuation period (each however defined) in such other transaction will overlap at any time (including as a
result of extensions in such initial hedge period, calculation period, relevant period or settlement valuation period as provided in the relevant agreements) with any Relevant Period or, if applicable, any Settlement Valuation Period under this
Master Confirmation. In the event that the initial hedge period, relevant period, calculation period or settlement valuation period in any other similar transaction overlaps with any Relevant Period or, if applicable, Settlement Valuation Period
under this Master Confirmation as a result of any postponement of the Scheduled Termination Date or extension of the Settlement Valuation Period pursuant to “Valuation Disruption” above, Counterparty shall promptly amend such transaction
to avoid any such overlap. 
 5.         Regulatory Disruption. In the event that
GS&Co. concludes, in good faith and based on the advice of counsel, that it is advisable with respect to any legal, regulatory or self-regulatory requirements or related policies 

  
 10 


	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 










 
and procedures generally applicable to the relevant line of business (whether or not such policies or procedures are imposed by law or have been voluntarily adopted by GS&Co.), for it to
refrain from or decrease any market activity on any Scheduled Trading Day or Days during the Hedge Period, the Calculation Period or, if applicable, the Settlement Valuation Period, GS&Co. may by written notice to Counterparty elect to deem that
a Market Disruption Event has occurred and will be continuing on such Scheduled Trading Day or Days. 

6.         10b5-1 Plan. Counterparty represents, warrants and covenants to GS&Co.
that: 
      (a)         Counterparty is
entering into this Master Confirmation and each Transaction hereunder in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) or any other antifraud or
anti-manipulation provisions of the federal or applicable state securities laws and that it has not entered into or altered and will not enter into or alter any “corresponding or hedging transaction” (within the meaning of Rule 10b5-1) or
position with respect to the Shares. Counterparty acknowledges that it is the intent of the parties that each Transaction entered into under this Master Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1
and each Transaction entered into under this Master Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c). 
      (b)         Counterparty will not seek to control or influence GS&Co.’s decision to make any “purchases or sales”
(within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under any Transaction entered into under this Master Confirmation, including, without limitation, GS&Co.’s decision to enter into any hedging transactions. Counterparty represents and
warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Master Confirmation, each Supplemental Confirmation and each Trade Notification under Rule 10b5-1. 

     (c)         Counterparty acknowledges and agrees
that any amendment, modification, waiver or termination of this Master Confirmation, the relevant Supplemental Confirmation or Trade Notification must be effected in accordance with the requirements for the amendment or termination of a
“plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of
Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or
the Shares. 
 7.         Counterparty Purchases. Counterparty (or any
“affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act (“Rule 10b-18”)) shall not, without the prior written consent of GS&Co., such consent not to be unreasonably withheld (it being understood that,
in making such determination, GS&Co. may take into account factors including, but not limited to, legal, regulatory, policy, trading and economic considerations), directly or indirectly purchase any Shares (including by means of a derivative
instrument), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during any Relevant
Period or, if applicable, Settlement Valuation Period, except through GS&Co. (including, for the avoidance of doubt, purchases effected through GS&Co. pursuant to the Purchase Agreement, dated November 30, 2011, between Counterparty and
GS&Co.); provided that purchases made or deemed to be made by Counterparty from its employees or directors in connection with any equity incentive plan shall not be subject to this Section 6, so long as such purchases do not
constitute “Rule 10b-18 purchases” (as defined under Rule 10b-18(a)(13)). 

8.         Special Provisions for Merger Transactions. Notwithstanding anything to the
contrary herein or in the Equity Definitions: 

     (a)         Counterparty agrees that it:

         (i)
        will not during the period commencing on the Trade Date through the end of the Relevant Period or, if applicable, the Settlement Valuation Period for any Transaction make, or, to the extent within its
control, permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or proposed Merger Transaction that, in the reasonable judgment of


  
 11 


	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 










 
GS&Co., causes Rule 10b-18 purchases (as defined in Rule 10b-18) by or for the Issuer or any affiliated purchaser (as defined in Rule 10b-18) to be limited to purchases described in Rule
10b-18(a)(13)(iv)(B) unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; 

(ii)         shall promptly (but in any event prior to the next
opening of the regular trading session on the Exchange) notify GS&Co. following any such announcement that such announcement has been made; and 

(iii)         shall promptly (but in any event prior to the next
opening of the regular trading session on the Exchange) provide GS&Co. with written notice specifying (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately
preceding the announcement date that were not effected through GS&Co. or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding
the announcement date. Such written notice shall be deemed to be a certification by Counterparty to GS&Co. that such information is true and correct. In addition, Counterparty shall promptly notify GS&Co. of the earlier to occur of the
completion of such transaction and the completion of the vote by target shareholders. Counterparty acknowledges that any such notice may cause the terms of any Transaction to be adjusted or such Transaction to be terminated; accordingly,
Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 6 above. 
      (b)         GS&Co., in its good faith and commercially reasonable discretion may (i) make adjustments to the terms of any
Transaction as appropriate to account for the economic effect on the Transaction of such Merger Transaction, including, without limitation, the Scheduled Termination Date or the Forward Price Adjustment Amount, and/or suspend the Hedge Period, the
Calculation Period and/or any Settlement Valuation Period or (ii) treat the occurrence of such public announcement as an Additional Termination Event with Counterparty as the sole Affected Party and the Transactions hereunder as the Affected
Transactions and with the amount under Section 6(e) of the Agreement determined taking into account the fact that the Calculation Period or Settlement Valuation Period, as the case may be, had fewer Scheduled Trading Days than originally
anticipated. 
      “Merger Transaction” means any merger,
acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act, other than any such transaction in which the consideration consists solely of cash and there is no valuation period.

 9.         Special Provisions for Acquisition Transaction Announcements.
(a) If an Acquisition Transaction Announcement occurs after the Trade Date and on or prior to the Settlement Date for any Transaction, then the Calculation Agent shall make such adjustments to the exercise, settlement, payment or any other
terms of such Transaction as the Calculation Agent determines appropriate (including, without limitation and for the avoidance of doubt, adjustments to the Minimum Shares and adjustments that would allow the Number of Shares to be Delivered to be
less than zero, so long as Number of Shares to be Delivered would not be less than zero before reduction as provided in the second sentence of the definition thereof), at such time or at multiple times as the Calculation Agent determines
appropriate, to account for the economic effect on such Transaction of such Acquisition Transaction Announcement (including adjustments to account for changes in volatility, expected dividends, stock loan rate and liquidity relevant to the Shares or
to such Transaction, and including, for the avoidance of doubt, adjustments to account for both positive and negative economic effects).If an Acquisition Transaction Announcement occurs after the Trade Date, but prior to the First Acceleration Date
of any Transaction, the First Acceleration Date shall be the date of such Acquisition Transaction Announcement. If the Number of Shares to be Delivered for any settlement of any Transaction is a negative number, then the terms of the Counterparty
Settlement Provisions in Annex A shall apply. 
      (b)
        “Acquisition Transaction Announcement” means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered
into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that
may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent is 

  
 12 


	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 










 
reasonably likely to result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement
of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer
to any public announcement whether made by the Issuer or a third party. 

     (c)         “Acquisition
Transaction” means (i) any Merger Event (for purposes of this definition the definition of Merger Event shall be read with the references therein to “100%” being replaced by “25%” and to “50%” by
“75%” and without reference to the clause beginning immediately following the definition of Reverse Merger therein to the end of such definition), Tender Offer or Merger Transaction or any other transaction involving the merger of
Counterparty with or into any third party, (ii) the sale or transfer of all or substantially all of the assets of Counterparty, (iii) a recapitalization, reclassification, binding share exchange or other similar transaction, (iv) any
acquisition, lease, exchange, transfer, disposition (including by way of spin-off or distribution) of assets (including any capital stock or other ownership interests in subsidiaries) or other similar event by Counterparty or any of its subsidiaries
where the aggregate consideration transferable or receivable by or to Counterparty or its subsidiaries exceeds 25% of the market capitalization of Counterparty and (v) any transaction in which Counterparty or its board of directors has a legal
obligation to make a recommendation to its shareholders in respect of such transaction (whether pursuant to Rule 14e-2 under the Exchange Act or otherwise). 
 10.         Acknowledgments. (a) The parties hereto intend for: 

    (i)         each Transaction to be a
“securities contract” as defined in Section 741(7) of the Bankruptcy Code, a “swap agreement” as defined in Section 101(53B) of the Bankruptcy Code and a “forward contract” as defined in Section 101(25)
of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 555, 556, 560 and 561 of the Bankruptcy Code; 

    (ii)         the Agreement to be a
“master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code; 
     (iii)         a party’s right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment
amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of any
Transaction to constitute a “contractual right” (as defined in the Bankruptcy Code); and 
     (iv)         all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of
doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute “settlement payments” and “transfers” (as defined in the Bankruptcy Code). 

     (b)         Counterparty acknowledges that:

 (i)         during the term of any Transaction, GS&Co. and its
affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to such Transaction;

 (ii)         GS&Co. and its affiliates may also be active in the
market for the Shares and derivatives linked to the Shares other than in connection with hedging activities in relation to any Transaction, including acting as agent or as principal and for its own account or on behalf of customers; 

(iii)         GS&Co. shall make its own determination as to whether, when or
in what manner any hedging or market activities in Counterparty’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price and the VWAP Price;


  
 13 


	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 










 (iv)         any market activities
of GS&Co. and its affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and VWAP Price, each in a manner that may be adverse to Counterparty; and 

(v)         each Transaction is a derivatives transaction in which it has
granted GS&Co. an option; GS&Co. may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction. 

11.        No Collateral. The parties hereto acknowledge that no Transaction hereunder is
secured by any collateral that would otherwise secure the obligations of Counterparty herein or pursuant to the Agreement. 

12.        No Set-off. The parties hereto acknowledge that all payments to be made under
any Transaction hereunder shall be calculated and be made without (and free and clear of any deduction for) set-off. 
      (b)         Notwithstanding anything to the contrary in the foregoing, GS&Co. agrees not to set off or net amounts due from
Counterparty with respect to any Transaction against amounts due from GS&Co. to Counterparty with respect to contracts or instruments that are not Equity Contracts. “Equity Contract” means any transaction or instrument that does
not convey to GS&Co. rights, or the ability to assert claims, that are senior to the rights and claims of common stockholders in the event of Counterparty’s bankruptcy. 

13.         Delivery of Shares. Notwithstanding anything to the contrary herein,
GS&Co. may, by prior notice to Counterparty, satisfy its obligation to deliver any Shares or other securities on any date due (an “Original Delivery Date”) by making separate deliveries of Shares or such securities, as the case
may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such
Original Delivery Date. 
 14.         Early Termination. In the event that an
Early Termination Date (whether as a result of an Event of Default or a Termination Event (including, for the avoidance of doubt, a deemed Additional Termination Event as specified under “Additional Termination Event(s)” in Section 1
above) occurs or is designated with respect to any Transaction (except as a result of a Merger Event in which the consideration or proceeds to be paid to holders of Shares consists solely of cash), if either party would owe any amount to the other
party pursuant to Section 6(d)(ii) of the Agreement (any such amount, a “Payment Amount”), then, in lieu of any payment of such Payment Amount, Counterparty may elect, by giving irrevocable telephonic notice (“Notice of
Share Termination”) to GS&Co. no later than the Early Termination Date or the date on which such Transaction is terminated (and confirmed in writing within one Scheduled Trading Day), to deliver or for GS&Co. to deliver, as the case
may be, to the other party a number of Shares (or, in the case of a Merger Event, a number of units, each comprising the number or amount of the securities or property that a hypothetical holder of one Share would receive in such Merger Event (each
such unit, an “Alternative Delivery Unit” and, the securities or property comprising such unit, “Alternative Delivery Property”)) with a value equal to the Payment Amount, as determined by the Calculation Agent (and
the parties agree that, in making such determination of value, the Calculation Agent may take into account a number of factors, including the market price of the Shares or Alternative Delivery Property on the date of early termination and, if such
delivery is made by GS&Co., the prices at which GS&Co. purchases Shares or Alternative Delivery Property to fulfill its delivery obligations under this Section 14); provided that in determining the composition of any Alternative
Delivery Unit, if the relevant Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash; and provided further that Counterparty may
make such election only if Counterparty represents and warrants to GS&Co. in writing on the date it notifies GS&Co. of such election that, as of such date, Counterparty is not aware of any material non-public information concerning the
Shares and is making such election in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws. If no Notice of Share Termination is received by GS&Co. within the time specified in the preceding
sentence, GS&Co. shall have the right, in its sole discretion, to satisfy any Payment Amount it may have to Counterparty by delivery of Shares or Alternative Delivery Property, as the case may be, by promptly giving Counterparty a Notice of
Share Termination. If any such delivery is made by Counterparty, paragraphs 2 through 7 of Annex A shall apply as if such delivery were a settlement of the Transaction to which Net Share Settlement applied, the Cash Settlement Payment Date were the
Early Termination Date and the Forward Cash Settlement Amount were zero (0) minus the Payment Amount owed by Counterparty. 

  
 14 


	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 










 
For the avoidance of doubt, the Payment Amount determined by the Calculation Agent shall not include the economic effect of any Extraordinary Dividend so declared to holders of record as of any
date occurring prior to the Settlement Date or, if the provisions of Annex A apply, the Cash Settlement Payment Date. 

15.         Calculations and Payment Date upon Early Termination. The parties acknowledge
and agree that in calculating Loss pursuant to Section 6 of the Agreement GS&Co., acting in good faith and in a commercially reasonable manner, may (but need not) determine losses (or gains) without reference to actual losses (or gains)
incurred but based on expected losses (or gains) assuming a commercially reasonable (including without limitation with regard to reasonable legal and regulatory guidelines) risk bid were used to determine loss (or gain) to avoid awaiting the delay
associated with closing out any hedge or related trading position in a commercially reasonable manner prior to or sooner following the designation of an Early Termination Date. Notwithstanding anything to the contrary in Section 6(d)(ii) of the
Agreement, all amounts calculated as being due in respect of an Early Termination Date under Section 6(e) of the Agreement will be payable on the day that notice of the amount payable is effective; provided that if Counterparty elects to
receive Shares or Alternative Delivery Property in accordance with Section 14, such Shares or Alternative Delivery Property shall be delivered on a date selected by GS&Co as promptly as practicable. 

16.         Special Provisions for Counterparty Payments. The parties hereby agree that,
notwithstanding anything to the contrary herein or in the Agreement, in the event that an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to any Transaction and, as a
result, Counterparty owes to GS&Co. an amount calculated under Section 6(e) of the Agreement, such amount shall be deemed to be zero; provided that following an Acquisition Transaction Announcement, this Section 16 shall cease
to apply. 
 17.         Delivery of Cash. For the avoidance of doubt, nothing in
this Master Confirmation shall be interpreted as requiring Counterparty to deliver cash in respect of the settlement of the Transactions contemplated by this Master Confirmation following payment by Counterparty of the relevant Prepayment Amount and
any relevant Counterparty Additional Payment Amount, except in circumstances where the required cash settlement thereof is permitted for classification of the contract as equity by ASC 815-40, Derivatives and Hedging – Contracts in
Entity’s Own Equity, as in effect on the relevant Trade Date (including, without limitation, where Counterparty so elects to deliver cash or fails timely to elect to deliver Shares or Alternative Delivery Property in respect of the
settlement of such Transactions). 
 18.         Claim in Bankruptcy. GS&Co.
acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transactions that are senior to the claims of common stockholders in the event of Counterparty’s bankruptcy. 

19.         General Obligations Law of New York. With respect to each Transaction,
(i) this Master Confirmation, together with the related Supplemental Confirmation, as supplemented by the related Trade Notification, is a “qualified financial contract”, as such term is defined in Section 5-701(b)(2) of the
General Obligations Law of New York (the “General Obligations Law”); (ii) such Trade Notification constitutes a “confirmation in writing sufficient to indicate that a contract has been made between the parties”
hereto, as set forth in Section 5-701(b)(3)(b) of the General Obligations Law; and (iii) this Master Confirmation, together with the related Supplemental Confirmation, constitutes a prior “written contract” as set forth in
Section 5-701(b)(1)(b) of the General Obligations Law, and each party hereto intends and agrees to be bound by this Master Confirmation and the related Supplemental Confirmation, as supplemented by the Trade Notification. 

20.         Governing Law. The Agreement, this Master Confirmation, each Supplemental
Confirmation, each Trade Notification and all matters arising in connection with the Agreement, this Master Confirmation, each Supplemental Confirmation and each Trade Notification shall be governed by, and construed and enforced in accordance with,
the laws of the State of New York (without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law). 

  
 15 


	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 










 21.        Offices. 

      (a)         The Office of GS&Co. for each
Transaction is: 200 West Street, New York, New York 10282-2198. 
       (b)
        The Office of Counterparty for each Transaction is 1380 Bordeaux Drive, Sunnyvale, CA 94089. 
 22.         Arbitration. The Agreement, this Master Confirmation, each Supplemental Confirmation and each Trade Notification are subject to the
following arbitration provisions: 
       (a)
        All parties to this Master Confirmation are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a
claim is filed. 
       (b)
        Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited. 

      (c)         The ability of the parties to
obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings. 
       (d)         The arbitrators do not have to explain the reason(s) for their award. 

      (e)         The panel of arbitrators will
typically include a minority of arbitrators who were or are affiliated with the securities industry, unless Counterparty is a member of the organization sponsoring the arbitration facility, in which case all arbitrators may be affiliated with the
securities industry. 
       (f)
        The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. 

      (g)         The rules of the arbitration
forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Master Confirmation. 
       Counterparty agrees that any and all controversies that may arise between Counterparty and GS&Co., including, but not limited to, those arising out of or
relating to the Agreement or any Transaction hereunder, shall be determined by arbitration conducted before the FINRA Dispute Resolution (“FINRA-DR”), or, if the FINRA-DR declines to hear the matter, before the American Arbitration
Association, in accordance with their arbitration rules then in force. The award of the arbitrator shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction. 

      No person shall bring a putative or certified class action to arbitration, nor
seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the
putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) Counterparty is excluded from the class by the court. 

      Such forbearance to enforce an agreement to arbitrate shall not constitute a
waiver of any rights under this Master Confirmation except to the extent stated herein. 

23.         Counterparts. This Master Confirmation may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Master Confirmation by signing and delivering one or more counterparts. 

  
 16 


	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 










       Counterparty hereby agrees (a) to
check this Master Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth
the terms of the agreement between GS&Co. and Counterparty with respect to any particular Transaction to which this Master Confirmation relates, by manually signing this Master Confirmation or this page hereof as evidence of agreement to such
terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. 212-428-1980/83. 

 

					
	 Yours faithfully,
	 	
		
	 GOLDMAN, SACHS & CO.
	 	
			
	 By:
	 	 /s/ Daniel Kopper
	 	
		 	 Name: Daniel Kopper
	 	
		 	 Title: Vice President
	 	


  

			
	 Agreed and Accepted By:

	
	 PMC-SIERRA, INC.

		
	 By:
	 	 /s/ Michael W. Zellner

		 	 Name: Michael W. Zellner

		 	 Title: Vice President, Chief Financial Officer



  
 17 


	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 










 SCHEDULE A 
 SUPPLEMENTAL CONFIRMATION 
  

			
	 To:
	  	 PMC-Sierra, Inc.
 1380 Bordeaux Drive
 Sunnyvale, CA 94089

		
	 From:
	  	 Goldman, Sachs & Co.

		
	 Subject:
	  	 Collared Accelerated Stock Buyback

		
	 Ref. No:
	  	 [Insert Reference No.]

		
	 Date:
	  	 [Insert Date]


  
  

   The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the
Transaction entered into between Goldman, Sachs & Co. (“GS&Co.”) and PMC-Sierra, Inc. (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This
Supplemental Confirmation is a binding contract between GS&Co. and Counterparty as of the relevant Trade Date for the Transaction referenced below. 
 1.        This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of May 2, 2012 (the “Master
Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below. 

2.        The terms of the Transaction to which this Supplemental Confirmation relates are as
follows: 
  

			
	 Trade Date:
	  	 [            ]

		
	 Forward Price Adjustment Amount:
	  	 USD [   ]

		
	 Hedge Period End Date:
	  	 [            ]

		
	 Calculation Period Start Date:
	  	 [            ]

		
	 Scheduled Termination Date:
	  	 [            ]

		
	 First Acceleration Date:
	  	 [            ]

		
	 Prepayment Amount:
	  	 USD [             ]

		
	 Prepayment Date:
	  	 [             ]1

		
	 Initial Shares:
	  	 [                 ] Shares; provided that if, in connection with the
Transaction, GS&Co. is unable to borrow or otherwise acquire a number of Shares equal to the Initial Shares for delivery to Counterparty on the Initial Share Delivery Date, the Initial Shares delivered on the Initial Share Delivery Date shall be
reduced to such number of Shares that GS&Co. is able to so borrow or otherwise acquire.


  

	1 	 To be T+3 from Trade Date 



  
 A-1


	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 











			
	 Initial Share Delivery Date:
	  	 The Prepayment Date

		
	 Minimum Shares:
	  	 As set forth in the Trade Notification, to be a number of Shares equal to (a) the Prepayment Amount divided by (b) [ ]% of the Hedge Period
Reference Price.

		
	 Maximum Shares:
	  	 As set forth in the Trade Notification, to be a number of Shares equal to (a) the Prepayment Amount divided by (b) [ ]% of the Hedge Period Reference
Price.

		
	 Additional Relevant Days:
	  	 The [ ] Exchange Business Days immediately following the Calculation Period.


 3.        Counterparty represents and warrants to GS&Co. that
neither it nor any “affiliated purchaser” (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during either (i) the four full calendar
weeks immediately preceding the Trade Date or (ii) during the calendar week in which the Trade Date occurs. 

4.        This Supplemental Confirmation may be executed in any number of counterparts, all of
which shall constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts. 

  
 A-2


	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 










      Counterparty hereby agrees (a) to check
this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth
the terms of the agreement between GS&Co. and Counterparty with respect to the Transaction to which this Supplemental Confirmation relates, by manually signing this Supplemental Confirmation or this page hereof as evidence of agreement to such
terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83. 

 

					
	Yours sincerely,	 	
		
	GOLDMAN, SACHS & CO.	 	
			
	By:	 	  
	 	
		 	 Authorized Signatory
	 	


 Agreed and Accepted By: 
  

			
	PMC-SIERRA, INC.
		
	By:	 	 
		 	 Name:

		 	 Title:



  
 A-3


	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 










 SCHEDULE B 
 TRADE NOTIFICATION 
  

			
	 To:
	  	 PMC-Sierra, Inc.
 1380 Bordeaux Drive
 Sunnyvale, CA 94089

		
	 From:
	  	 Goldman, Sachs & Co.

		
	 Subject:
	  	 Collared Accelerated Stock Buyback

		
	 Ref. No:    
	  	 [Insert Reference No.]

		
	 Date:
	  	 [Insert Date]


  
  

     The purpose of this Trade Notification is to notify you of certain terms in the Transaction
entered into between Goldman, Sachs & Co. (“GS&Co.”) and PMC-Sierra, Inc. (“Counterparty”) (together, the “Contracting Parties”) bearing the trade reference number set forth above.

      This Trade Notification supplements, forms part of, and is subject to the
Supplemental Confirmation dated as of [Insert Date of Supplemental Confirmation] (the “Supplemental Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. The Supplemental Confirmation
is subject to the Master Confirmation dated as of [Insert Date of Master Confirmation] (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. 

 

					
	 Hedge Completion Date:
	  	 [         ]
	  	
			
	
Hedge Period Reference Price:                      
          
	  	 USD [         ]
	  	
			
	 Minimum Shares:
	  	 [     ]
	  	
			
	 Maximum Shares:
	  	 [     ]
	  	

  

					
	 Yours sincerely,
	 	
		
	 GOLDMAN, SACHS & CO.
	 	
			
	 By:
	 	  
	 	
		 	 Authorized Signatory
	 	



  
 B-1


	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 










 ANNEX A 
 COUNTERPARTY SETTLEMENT PROVISIONS 
 1.
        The following Counterparty Settlement Provisions shall apply to the extent indicated under the Master Confirmation: 
  

					
		 	 Settlement Currency:
	  	 USD

			
		 	 Settlement Method Election:    
	  	 Applicable; provided that (i) Section 7.1 of the Equity Definitions is hereby amended by deleting the word “Physical” in the sixth line
thereof and replacing it with the words “Net Share” and (ii) the Electing Party may make a settlement method election only if the Electing Party represents and warrants to GS&Co. in writing on the date it notifies GS&Co. of its
election that, as of such date, the Electing Party is not aware of any material non-public information concerning Counterparty or the Shares and is electing the settlement method in good faith and not as part of a plan or scheme to evade compliance
with the federal securities laws.

			
		 	 Electing Party:
	  	 Counterparty

			
		 	 Settlement Method
	  	
		 	 Election Date:
	  	 The earlier of (i) the Scheduled Termination Date and (ii) the second Exchange Business Day immediately following the Accelerated Termination Date (in which case
the election under Section 7.1 of the Equity Definitions shall be made no later than 10 minutes prior to the open of trading on the Exchange on such second Exchange Business Day), as the case may be.

			
		 	 Default Settlement Method:
	  	 Cash Settlement

			
		 	 Forward Cash Settlement
	  	
		 	 Amount:
	  	 The Number of Shares to be Delivered multiplied by the Settlement Price.

			
		 	 Settlement Price:
	  	 The average of the VWAP Prices for the Exchange Business Days in the Settlement Valuation Period, subject to Valuation Disruption as specified in the Master
Confirmation.

			
		 	 Settlement Valuation Period:
	  	 A number of Scheduled Trading Days selected by GS&Co. in its reasonable discretion, beginning on the Scheduled Trading Day immediately following the earlier
of (i) the Scheduled Termination Date or (ii) the Exchange Business Day immediately following the Termination Date.

			
		 	 Cash Settlement:
	  	 If Cash Settlement is applicable, then Buyer shall pay to Seller the absolute value of the Forward Cash Settlement Amount on the Cash Settlement Payment
Date.

			
		 	 Cash Settlement
	  	
		 	 Payment Date:
	  	 The date one Settlement Cycle following the last day of the Settlement Valuation Period.

			
		 	Net Share Settlement	  	
		 	 Procedures:
	  	 If Net Share Settlement is applicable, Net Share Settlement shall be made in accordance with paragraphs 2 through 7 below.



  
 1 

	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 










 2.         Net Share Settlement
shall be made by delivery on the Cash Settlement Payment Date of a number of Shares satisfying the conditions set forth in paragraph 3 below (the “Registered Settlement Shares”), or a number of Shares not satisfying such conditions
(the “Unregistered Settlement Shares”), in either case with a value equal to the absolute value of the Forward Cash Settlement Amount, with such Shares’ value based on the value thereof to GS&Co. (which value shall, in the
case of Unregistered Settlement Shares, take into account a commercially reasonable illiquidity discount), in each case as determined by the Calculation Agent. For the avoidance of doubt, if delivery of any Shares would not satisfy the conditions
listed in paragraph 3 below, the provisions of paragraph 4 below shall apply to such delivery. 
 3.
         Counterparty may only deliver Registered Settlement Shares pursuant to paragraph 2 above if: 
 (a)         a registration statement covering public resale of the Registered Settlement Shares by GS&Co. (the “Registration Statement”) shall
have been filed with the Securities and Exchange Commission under the Securities Act and been declared or otherwise become effective on or prior to the date of delivery, and no stop order shall be in effect with respect to the Registration
Statement; and a printed prospectus relating to the Registered Settlement Shares (including any prospectus supplement thereto, the “Prospectus”) shall have been delivered to GS&Co., in such quantities as GS&Co. shall
reasonably have requested, on or prior to the date of delivery; 
 (b)
        the form and content of the Registration Statement and the Prospectus (including, without limitation, any sections describing the plan of distribution) shall be commercially reasonably satisfactory to
GS&Co.; 
 (c)         as of or prior to the date of delivery,
GS&Co. and its agents shall have been afforded a reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities and the results of such
investigation are satisfactory to GS&Co., in its discretion; and 
 (d)
        as of the date of delivery, an agreement (the “Underwriting Agreement”) shall have been entered into with GS&Co. in connection with the public resale of the Registered Settlement
Shares by GS&Co. substantially similar to underwriting agreements customary for underwritten offerings of equity securities for an issuance of its size, in form and substance commercially reasonably satisfactory to GS&Co., which Underwriting
Agreement shall include, without limitation, provisions substantially similar to those contained in such underwriting agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of,
GS&Co. and its affiliates and the provision of customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters. 
 4.          If Counterparty delivers Unregistered Settlement Shares pursuant to paragraph 2 above: 

(a)         all Unregistered Settlement Shares shall be delivered to GS&Co.
(or any affiliate of GS&Co. designated by GS&Co.) pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof; 

(b)         as of or prior to the date of delivery, GS&Co. and any potential
purchaser of any such shares from GS&Co. (or any affiliate of GS&Co. designated by GS&Co.) identified by GS&Co. shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation with respect to
Counterparty customary in scope for private placements of equity securities for an issuance of its size (including, without limitation, the right to have made available to them for inspection all financial and other records, pertinent corporate
documents and other information reasonably requested by them); 

  
 2 

	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 










 (c)         as of the date of
delivery, Counterparty shall enter into an agreement (a “Private Placement Agreement”) with GS&Co. (or any affiliate of GS&Co. designated by GS&Co.) in connection with the private placement of such shares by Counterparty
to GS&Co. (or any such affiliate) and the private resale of such shares by GS&Co. (or any such affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities for an issuance
of its size, in form and substance commercially reasonably satisfactory to GS&Co., which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase
agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, GS&Co. and its affiliates and the provision of customary opinions, accountants’ comfort letters and lawyers’
negative assurance letters, and shall provide for the payment by Counterparty of all reasonable fees and expenses in connection with such resale, including all reasonable fees and expenses of outside counsel for GS&Co., and shall contain
representations, warranties, covenants and agreements of Counterparty reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales; and

 (d)         in connection with the private placement of such shares
by Counterparty to GS&Co. (or any such affiliate) and the private resale of such shares by GS&Co. (or any such affiliate), Counterparty shall, if so requested by GS&Co., prepare, in cooperation with GS&Co., a private placement
memorandum in form and substance commercially reasonably satisfactory to GS&Co. 
 5.
         GS&Co., itself or through an affiliate (the “Selling Agent”) or any underwriter(s), will sell all, or such lesser portion as may be required hereunder, of the Registered
Settlement Shares or Unregistered Settlement Shares and any Makewhole Shares (as defined below) (together, the “Settlement Shares”) delivered by Counterparty to GS&Co. pursuant to paragraph 6 below commencing on the Cash
Settlement Payment Date and continuing until the date on which the aggregate Net Proceeds (as such term is defined below) of such sales, as determined by GS&Co., is equal to the absolute value of the Forward Cash Settlement Amount (such date,
the “Final Resale Date”). If the proceeds of any sale(s) made by GS&Co., the Selling Agent or any underwriter(s), net of any fees and commissions (including, without limitation, underwriting or placement fees) customary for
similar transactions under the circumstances at the time of the offering, together with carrying charges and expenses incurred in connection with the offer and sale of the Shares (including, but without limitation to, the covering of any
over-allotment or short position (syndicate or otherwise)) (the “Net Proceeds”) exceed the absolute value of the Forward Cash Settlement Amount, GS&Co. will refund, in USD, such excess to Counterparty on the date that is three
(3) Currency Business Days following the Final Resale Date, and, if any portion of the Settlement Shares remains unsold, GS&Co. shall return to Counterparty on that date such unsold Shares. 

6.          If the Calculation Agent determines that the Net Proceeds
received from the sale of the Registered Settlement Shares or Unregistered Settlement Shares or any Makewhole Shares, if any, pursuant to this paragraph 6 are less than the absolute value of the Forward Cash Settlement Amount (the amount in USD by
which the Net Proceeds are less than the absolute value of the Forward Cash Settlement Amount being the “Shortfall” and the date on which such determination is made, the “Deficiency Determination Date”),
Counterparty shall on the Exchange Business Day next succeeding the Deficiency Determination Date (the “Makewhole Notice Date”) deliver to GS&Co., through the Selling Agent, a notice of Counterparty’s election that
Counterparty shall either (i) pay an amount in cash equal to the Shortfall on the day that is one (1) Currency Business Day after the Makewhole Notice Date, or (ii) deliver additional Shares. If Counterparty elects to deliver to
GS&Co. additional Shares, then Counterparty shall deliver additional Shares in compliance with the terms and conditions of paragraph 3 or paragraph 4 above, as the case may be (the “Makewhole Shares”), on the first Clearance
System Business Day which is also an Exchange Business Day following the Makewhole Notice Date in such number as the Calculation Agent reasonably believes would have a market value on that Exchange Business Day equal to the Shortfall. Such Makewhole
Shares shall be sold by GS&Co. in accordance with the provisions above; provided that if the sum of the Net Proceeds from the sale of the originally delivered Shares and the Net Proceeds from the sale of any Makewhole Shares is less than
the absolute value of the Forward Cash Settlement Amount then Counterparty shall, at its election, either make such cash payment or deliver to GS&Co. further Makewhole Shares until such Shortfall has been reduced to zero. 

  
 3 

	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 










 7.         Notwithstanding the
foregoing, in no event shall the aggregate number of Settlement Shares and Makewhole Shares be greater than the Reserved Shares minus the amount of any Shares actually delivered by Counterparty under any other Transaction(s) under this Master
Confirmation (the result of such calculation, the “Capped Number”). Counterparty represents and warrants (which shall be deemed to be repeated on each day that a Transaction is outstanding) that the Capped Number is equal to or less
than the number of Shares determined according to the following formula: 
 A – B 

 

	 	Where	 A = the number of authorized but unissued shares of the Counterparty that are not reserved for future issuance on the date of the determination of
the Capped Number; and 


 B = the maximum number of Shares required to be delivered to third
parties if Counterparty elected Net Share Settlement of all transactions in the Shares (other than Transactions in the Shares under this Master Confirmation) with all third parties that are then currently outstanding and unexercised. 

“Reserved Shares” means initially, 50,648,940 Shares. The Reserved Shares may be increased or decreased
in a Supplemental Confirmation. 

  
 4 

	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 










 SUPPLEMENTAL CONFIRMATION 

 

			
	 To:
	  	 PMC-Sierra, Inc.
 1380 Bordeaux Drive
 Sunnyvale, CA 94089

		
	 From:
	  	 Goldman, Sachs & Co.

		
	 Subject:
	  	 Collared Accelerated Stock Buyback

		
	 Ref. No:    
	  	 SDB4166012640

		
	 Date:
	  	 May 2, 2012


  
  

   The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the
Transaction entered into between Goldman, Sachs & Co. (“GS&Co.”) and PMC-Sierra, Inc. (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This
Supplemental Confirmation is a binding contract between GS&Co. and Counterparty as of the relevant Trade Date for the Transaction referenced below. 
 1.        This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of May 2, 2012 (the “Master
Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below. 

 

	2.        The	 terms of the Transaction to which this Supplemental Confirmation relates are as follows: 



 

			
	 Trade Date:
	  	 May 3, 2012

		
	 Forward Price Adjustment Amount:                
	  	 USD [*]

		
	 Hedge Period End Date:
	  	 [*]

		
	 Calculation Period Start Date:
	  	 May 3, 2012

		
	 Scheduled Termination Date:
	  	 [*]

		
	 First Acceleration Date:
	  	 [*]

		
	 Prepayment Amount:
	  	 USD 160,000,000

		
	 Prepayment Date:
	  	 May 8, 2012

		
	 Initial Shares:
	  	 14,504,015 Shares; provided that if, in connection with the Transaction, GS&Co. is unable to borrow or otherwise acquire a number of Shares equal
to the Initial Shares for delivery to Counterparty on the Initial Share Delivery Date, the Initial Shares delivered on the Initial Share Delivery Date shall be reduced to such number of Shares that GS&Co. is able to so borrow or otherwise
acquire.

		
	 Initial Share Delivery Date:
	  	 The Prepayment Date

		
	 Minimum Shares:
	  	 As set forth in the Trade Notification, to be a number of Shares equal to (a) the Prepayment Amount divided by (b) [*]% of the Hedge Period Reference
Price.



  
 A-1


	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 











			
	 Maximum Shares:
	  	 As set forth in the Trade Notification, to be a number of Shares equal to (a) the Prepayment Amount divided by (b) [*]% of the Hedge Period Reference
Price.

		
	 Additional Relevant Days:            
	  	 The nine Exchange Business Days immediately following the Calculation Period.


 3.         Counterparty represents and warrants to GS&Co.
that neither it nor any “affiliated purchaser” (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during either (i) the four full
calendar weeks immediately preceding the Trade Date or (ii) during the calendar week in which the Trade Date occurs. 
 4.
        This Supplemental Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation
by signing and delivering one or more counterparts. 

  
 A-2


	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission. 










    Counterparty hereby agrees (a) to check this
Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth the
terms of the agreement between GS&Co. and Counterparty with respect to the Transaction to which this Supplemental Confirmation relates, by manually signing this Supplemental Confirmation or this page hereof as evidence of agreement to such terms
and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83. 

 

					
	 Yours sincerely,
	 	
		
	 GOLDMAN, SACHS & CO.
	 	
			
	 By:
	 	 /s/ Daniel Kopper
	 	
		 	 Name: Daniel Kopper
	 	
		 	 Title: Vice President
	 	


  

			
	 Agreed and Accepted By:

	
	 PMC-SIERRA, INC.

		
	 By:
	 	 /s/ Michael W. Zellner

		 	 Name: Michael W. Zellner

		 	 Title: Vice President, CFO



  
 A-3


	*	 This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission.