Consulting Agreement, dated January 2002



 EXHIBIT 10.19 
  
 ATHEROS COMMUNICATIONS, INC. 
  

CONSULTING AGREEMENT 
  
 This Consulting Agreement (the “Agreement”) is entered into effective as of January 1, 2002 (“Effective Date”) by and between
Atheros Communications, Inc. (the “Company”) and Teresa Meng (“Consultant”). 
  
 1. Consulting Relationship. During the term of this agreement, Consultant will provide consulting services (the “Services”)
to the Company as described on Exhibit A attached to this Agreement, as needed and as requested by the Company. Consultant shall use Consultant’s best efforts to perform the Services in a manner satisfactory to the Company. 

 
 2. Fees. As consideration for the Services to be provided by
Consultant and other obligations, the Company shall pay to Consultant the consideration specified in Exhibit B attached to this Agreement. 
  
 3. Support. As additional consideration for the Services to be provided by Consultant under this Agreement, the Company will provide Consultant
with such support facilities and space as may be required in the Company’s judgment to enable Consultant to perform the Services properly. 
  
 4. Expenses. Except as specified in Exhibit C attached to this Agreement, Consultant shall not be authorized to incur on behalf of the
Company any expenses, without the prior written consent of the Company. As a condition to receipt of reimbursement for permitted expenses, Consultant shall be required to submit to the Company reasonable evidence that the amount involved was
expended and related to Services provided under this Agreement. 
  
 5. Term and Termination. Consultant shall serve as a consultant to the Company for a period commencing on the Effective Date and terminating upon ten day’s written notice by either party to the other party. 
  
 6. Independent Contractor. Consultant’s relationship with the
Company will be that of an independent contractor and not that of an employee. Consultant will not be eligible for any employee benefits, nor will the Company make deductions from payments made to Consultant for taxes, all of which will be
Consultant’s responsibility. Consultant agrees to indemnify and hold the Company harmless from any liability for, or assessment of, any such taxes imposed on the Company by relevant taxing authorities. Consultant will have no authority to enter
into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company. 
  

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 7. Supervision of Consultant’s Services. All services to be performed by Consultant,
including but not limited to the Services, will be as agreed between Consultant and Richard Redelfs (the “Supervisor”), President and Chief Executive Officer of Atheros. Consultant will be required to report to the Supervisor concerning
the Services performed under this Agreement. The nature and frequency of these reports will be left to the discretion of the Supervisor. 
  
 8. Consulting or other Services for Competitors. The Company understands that Consultant does not presently perform or intend to perform, during
the term of this Agreement, consulting or other services for any company, person or entity whose business or proposed business in any way involves products or services which could reasonably be determined to be competitive with the products or
services or proposed products or services of the Company. For purposes of this paragraph, the term “competitive products or services” excludes those products or services listed on Exhibit E. If, however, Consultant desires to
perform such services at any time after the Effective Date and prior to termination of this Agreement, Consultant agrees to notify the Company in writing in advance (specifying the identity of the entity or the person) and provide information
sufficient to allow the Company to determine if such consulting would conflict with projects or products of the Company. If the Company determines that such business is in competition with that conducted by the Company, this Agreement shall, at the
option of the Company upon written notice to Consultant, terminate immediately. 
  
 9. Confidentiality Agreement. Consultant shall sign, or has signed, a Confidential Information and Invention Assignment Agreement substantially in the form attached to this Agreement as Exhibit D (the
“Confidentiality Agreement”), prior to or on the date on which Consultant’s consulting relationship with the Company commences. 
  
 10. Conflicts with this Agreement. Consultant represents and warrants that neither Consultant nor any of Consultant’s partners, employees or
agents is under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement. Consultant warrants that Consultant has the right to disclose or use all ideas, processes, techniques and other information, if
any, which Consultant has gained from third parties, and which Consultant discloses to the Company in the course of performance of this Agreement, without liability to such third parties. Consultant represents and warrants that Consultant has not
granted any rights or licenses to any intellectual property or technology that would conflict with Consultant’s obligations under this Agreement. Consultant will not knowingly infringe upon any copyright, patent, trade secret or other property
right of any former client, employer or third party in the performance of the services required by this Agreement. 
  
 11. License and Assignment of Rights. To the extent that Consultant has intellectual property rights of any kind in any pre-existing works
which are subsequently incorporated in any work or work product produced in rendering the Services, Consultant hereby grants the Company a royalty-free, irrevocable, world-wide, perpetual, non-exclusive license (with the right to sublicense) to
make, have made, copy, modify, make derivative works of, use, sell, license, disclose, publish, or otherwise disseminate or transfer such subject matter. Consultant agrees that all inventions, original works of authorship, developments, concepts,
know-how, improvements or trade secrets which are made by Consultant (solely or jointly with 
  

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 others) within the scope of and during the period in which Consultant is providing Services to the Company are
“works made for hire” (to the greatest extent permitted by applicable law) belonging to the Company and Consultant is compensated therefor by such amounts paid to Consultant under this Agreement, unless regulated otherwise by the
mandatory law of the state of California. To the extent there are any conflicts between this Section 11 and the Confidentiality Agreement, the terms of the Confidentiality Agreement shall prevail. 
  
 12. Miscellaneous. 
  
 (a) Amendments and Waivers. Any term of this Agreement
may be amended or waived only with the written consent of the parties. 
  
 (b) Sole Agreement. This Agreement, including the Exhibits hereto, constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter
hereof. 
  
 (c) Notices. Any notice
required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by a nationally-recognized delivery service (such as Federal Express or UPS), or forty-eight (48) hours after being
deposited in the U.S. mail as certified or registered mail with postage prepaid, if such notice is addressed to the party to be notified at such party’s address as set forth below or as subsequently modified by written notice. 
  
 (d) Choice of Law. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of the State of California, without giving effect to the principles of conflict of laws. 
  
 (e) Severability. If one or more provisions of this Agreement are held to be unenforceable under
applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this
Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. 
  
 (f) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. 
  
 (g) Arbitration. Any dispute or claim arising out of or in connection with any provision of this Agreement, excluding
Sections 9 and 11 hereof, will be finally settled by binding arbitration Santa Clara County, California in accordance with the rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. The
arbitrator shall apply California law, without reference to rules of conflicts of law or rules of statutory arbitration, to the resolution of any dispute. Judgment on the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. Notwithstanding the foregoing, the parties may apply 
  

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 to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel
arbitration in accordance with this paragraph, without breach of this arbitration provision. This Section 12(g) shall not apply to the Confidentiality Agreement. 
  
 (h) ADVICE OF COUNSEL. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD
THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

  
 The parties have executed this Agreement as of the date first
set forth above 
  

	ATHEROS COMMUNICATIONS, INC.
		
	By:	 	/s/ David Torre
	 	

	 Title: VP Administration & Controller




		
	Address:	 	529 Almanor Avenue
	 	 	 Sunnyvale, CA 94085



  

	CONSULTANT
		
	Signature:	 	/s/ Teresa Meng
	 	

	 	 	Teresa Meng
		
	Address:	 	 119 Campo Drive

	 	 	 Portola Valley, CA 94028



  

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 EXHIBIT A 
  
 DESCRIPTION OF CONSULTING SERVICES 
  
 Consultant shall provide consulting services to the Company for engineering services. 
  

 A-1 








 EXHIBIT B 
  

CONSIDERATION 
  
 During the period January 1, 2002 through August 31, 2002, Consultant shall receive the following consideration: 
  
 For months in which the Consultant provides one day of service per week, the
consultant shall be compensated at a rate of $2,213.54 per day. Consultant’s vesting in the shares of the Company’s common stock will be subject to the vesting schedule as outlined in the Founder’s Stock Purchase Agreement, dated June
25, 1998, as amended, between the Consultant and the Company, and the Stock Option Agreements dated August 8, 2001 and March 13, 2002 between the Consultant and the Company. 
  
 For months in which the Consultant shall provide five days’ of service per week, the Consultant shall be compensated at
a rate of $17,708.34 per month. Consultant’s vesting in the shares of the Company’s common stock will be subject to the vesting schedule as outlined in the Founder’s Stock Purchase Agreement, dated June 25, 1998, as amended, between
the Consultant and the Company, and the Stock Option Agreements dated August 8, 2001 and March 13, 2002 between the Consultant and the Company. 
  
 During the period September 1, 2002 through December 31, 2002, Consultant shall receive the following consideration: 
  
 For months in which the Consultant provides one day of service per week, the
consultant shall be compensated at a rate of $2,604.17 per day. Consultant’s vesting in the shares of the Company’s common stock will be subject to the vesting schedule as outlined in the Stock Option Agreements dated August 8, 2001 and
March 13, 2002 between the Consultant and the Company. 
  
 For
months in which the Consultant shall provide five days’ of service per week, the Consultant shall be compensated at a rate of $20,833.34 per month. Consultant’s vesting in the shares of the Company’s common stock will be subject to
the vesting schedule as outlined in the Stock Option Agreements dated August 8, 2001 and March 13, 2002 between the Consultant and the Company. 
  

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 EXHIBIT C 
  

DESCRIPTION OF AUTHORIZED EXPENSES 
  
 The Company will reimburse Consultant for reasonable out-of-pocket expenses previously approved in writing by the Company. 
  
 The Company will not reimburse Consultant for general office expenses or
other expenses not specified above, without the Company’s prior written consent. 
  

 C-1 








 EXHIBIT D 
  

CONFIDENTIAL INFORMATION AND 
  
 INVENTION ASSIGNMENT AGREEMENT