PMC-SIERRA, INC.
EXECUTIVE EMPLOYMENT AGREEMENT

This Agreement is between PMC-Sierra, Inc. (the "Company"), and John W. Sullivan
("Executive")  and effective as of September 27, 1999.  1.  Termination  Without
Cause or Constructive Termination, With Change in Control. If Company terminates
Executive's   employment  without  Cause,  or  takes  actions  which  constitute
Constructive  Termination,  and a Change in Control (or the signing of a binding
agreement  which could  result in a Change in Control)  is  reasonably  expected
within  the  next 60 days or has  occurred  in the  past  two  years,  then  the
following  will  occur.  (i)  Promptly  following  such  actual or  Constructive
Termination, Executive shall receive
 (A) his Base Salary through the date of termination,
 (B) a lump-sum  payment  equal to 4% of his  then-current  Base Salary for each
full month  during  which he was  Employed  by the  Company  or its  affiliates,
provided  that this  total  payment  shall  not  exceed  two  times  Executive's
then-current Base Salary,
 (C) a  lump-sum  payment  equal to 2% of his prior  year's  bonus for each full
month  during which he was  Employed by the Company or its  affiliates  (up to a
maximum  payment  equal to his four  previous  quarterly  bonus  payments  added
together) and
 (D) all accrued vacation,  expense reimbursements and any other benefits due to
Executive through the date of termination in accordance with established Company
plans  and  policies.  (ii) If  within  10 days  after  the date of  termination
Executive signs and delivers to Company a consulting  agreement in substantially
Company's  standard  form  used on the  date of this  Agreement  which  requires
Executive  to (1)  provide  up to five days of  consulting  services  to Company
during each calendar  quarter at times reasonably  acceptable to Executive,  and
(2)  maintain  the  confidentiality  of  Company's  trade  secrets  and  not use
Company's trade secrets other than for Company's benefit, then each option which
Executive  holds  at the  date of  termination  will  continue  to  vest  and be
exercisable  until 30 days after the option has fully  vested.  (iii)  Until the
later of (1) two years  after the date  Executive's  employment  by the  Company
terminates  or (2) the date on which all options to purchase  Company stock held
by Executive are fully vested,  Executive will not directly or indirectly engage
in,  provide  services  to or own a more than 25% voting  interest in a business
anywhere  in the  world  which  develops,  manufactures,  markets  or sells  any
products which directly compete with the products manufactured, marketed or sold
by  the  Company  or  its  subsidiaries  at  the  date  Executive's   employment
terminates.  (iv)  Until the later of (1) two years  after the date  Executive's
employment  by the  Company  terminates  or (2) the date on which all options to
purchase  Company stock held by Executive are fully vested,  Executive  will not
directly or  indirectly  attempt to influence any employee of the Company or its
subsidiaries  to  terminate  the  individual's  services  to the  Company or its
subsidiaries,  or  hire  any  such  employee.  However,  Executive  may  hire an
individual if more than six months have elapsed since the individual  terminated
his or her  services  to the Company or its  subsidiaries,  and during the three
months  before and the six months  after the  individual  terminates  his or her
services  Executive did not communicate  with the individual about employment by
another  entity  with which  Executive  has any  relationship.  (v)  Executive's
agreements in Sections  1(iii) and 1(iv) are  severable,  and each will still be
enforceable even if another is not  enforceable.  If a court determines that any
provision of this section  exceeds the maximum scope,  time period or geographic
area that the court deems enforceable, the scope, time period or geographic area
shall be deemed the maximum that the court  considers  reasonable.  2. Automatic
Benefits  After Change in Control.  If on the first  anniversary  of a Change in
Control  Executive is employed by Company or its successor,  then Executive will
receive the payments and benefits under Sections  1(i)(A),  1(i)(D) and 1(ii) as
if Executive  had been  terminated  without  Cause on such date,  whether or not
Executive's  employment  continues  after such date. This provision shall become
effective  automatically  six months after the effective date of this Agreement.
3. Exclusive Remedy.  This Agreement  specifies all of Executive's  compensation
and benefits  resulting  from actual or  Constructive  termination in connection
with a Change  in  Control.  Executive  shall not not be  entitled  to any other
compensation  or benefits from the Company  except to the extent  provided under
any written  Company  benefit plan,  stock option  agreement or  indemnification
agreement, or as may be required under applicable law. 4. Definitions. (i) "Base
Salary" means  Executive's  then-current cash compensation paid on the Company's
standard  salary payment  schedule,  less applicable  withholding.  (ii) "Cause"
means  (i)  gross  dereliction  of  duties  which  continues  after at least two
notices, each 30 days apart, from the Chief Executive Officer (or in the case of
the Chief  Executive  Officer,  from a director  designated by a majority of the
board of  directors),  specifying in  reasonable  detail the tasks which must be
accomplished and a timeline for their  accomplishment  to avoid  termination for
Cause,  (ii)  willful and gross  misconduct  which  injures the  Company,  (iii)
willful and  material  violation  of laws  applicable  to the  Company,  or (iv)
embezzlement or theft of Company  property.  (iii) "Change of Control" means the
occurrence of any of the following events:
 (A) Any "person" or "group" as such terms are defined under  Sections 13 and 14
of the Securities Exchange Act of 1934 ("Exchange Act") (other than the Company,
a subsidiary of the Company,  or a Company  employee benefit plan) is or becomes
the  "beneficial  owner" (as defined in Exchange  Act Rule  13d-3),  directly or
indirectly,  of  Company  securities  representing  50% or more of the  combined
voting power of the Company's then outstanding securities.
 (B) The  closing of (a) the sale of all or  substantially  all of the assets of
the Company if the holders of Company  securities  representing all voting power
for the election of directors  before the transaction  hold less than a majority
of the total voting  power for the  election of directors of all entities  which
acquire  such  assets,  or (b) the merger of the  Company  with or into  another
corporation if the holders of Company  securities  representing all voting power
for the election of directors  before the transaction  hold less than a majority
of the total voting power for the election of directors of the surviving entity.
 (C) The issuance of  securities  which would give a person or group  beneficial
ownership of Company securities representing 50% or more of all voting power for
the election of directors.
 (D) A change in the board of directors  such that the  incumbent  directors and
nominees of the incumbent directors are no longer a majority of the total number
of directors. (iv) "Constructive  Termination" means (i) a material reduction in
Executive's Base Salary, target bonus or benefits,  (ii) a material reduction in
title,  authority,  status,  obligations  or  responsibilities,   or  (iii)  the
requirement that Executive relocate more than 100 miles from the current Company
headquarters.  5. Golden Parachute  Excise Tax. If the benefits  provided for in
this Agreement or otherwise payable to Executive constitute "parachute payments"
within the meaning of Section 280G of the Code and will be subject to the excise
tax imposed by Section 4999 of the Code,  then  Executive's  severance  benefits
under  Section 1 shall be (i)  delivered in full,  or (ii)  delivered as to such
lesser extent which would result in no portion of such severance  benefits being
subject to the Excise  Tax,  whichever  of the  foregoing  amounts,  taking into
account the applicable federal, state and local income taxes and the Excise Tax,
results in the receipt by  Executive  on an  after-tax  basis,  of the  greatest
amount of severance  benefits.  Unless the Company and Executive otherwise agree
in writing,  any  determination  required  under this Section 5 shall be made in
writing  in  good  faith  by  the  accounting  firm  serving  as  the  Company's
independent public  accountants  immediately prior to the Change of Control (the
"Accountants"). For purposes of making the calculations required by this Section
5, the Accountants may make reasonable assumptions and approximations concerning
applicable  taxes  and  may  rely  on  reasonable,  good  faith  interpretations
concerning  the  application  of Sections 280G and 4999 of the Code. The Company
and Executive shall furnish to the Accountants such information and documents as
the  Accountants may reasonably  request in order to make a determination  under
this Section.  The Company shall bear all costs the  Accountants  may reasonably
incur in connection  with any  calculations  contemplated  by this  Section.  6.
Assignment.  This  Agreement  shall  bind and  benefit  (a)  Executive's  heirs,
executors and legal representatives upon Executive's death and (b) any successor
of the Company.  Any such  successor of the Company shall be deemed  substituted
for the Company under the terms of this Agreement for all purposes.  "Successor"
shall include any person,  firm,  corporation or other business  entity which at
any time,  whether by  purchase,  merger or  otherwise,  directly or  indirectly
acquires  all or  substantially  all of the assets or business  of the  Company.
Executive  has no other right to assign this  Agreement  and any such  attempted
assignment  is void.  7.  Notices.  All  notices,  requests,  demands  and other
communications  under this  Agreement  shall be in  writing  and shall be deemed
given if (i)  delivered  personally,  (ii) one day after  being  sent by Federal
Express or a similar  commercial  overnight  service,  or (iii) three days after
being mailed by registered or certified mail, return receipt requested,  prepaid
and addressed to Company at its principal  office,  attention:  Chief  Executive
Officer,  or to Executive at his last principal  residence known to the Company,
or at such other  addresses as the parties may designate by written  notice.  8.
Severability. In the event that any provision hereof becomes or is declared by a
court of  competent  jurisdiction  to be illegal,  unenforceable  or void,  this
Agreement  shall  continue in full force and effect without said  provision.  9.
Entire Agreement.  This Agreement and any proprietary  information and invention
assignment,  stock option, stock purchase or indemnification agreement represent
the entire  agreement  and  understanding  between  the  Company  and  Executive
concerning Executive's employment  relationship with the Company 10. Arbitration
and Equitable  Relief.  (i) Any dispute or controversy  arising out of, relating
to, or in  connection  with this  Agreement,  or the  interpretation,  validity,
construction,  performance,  breach, or termination  thereof shall be settled by
arbitration  to be held in  Santa  Clara,  California  in  accordance  with  the
National Rules for the  Resolution of Employment  Disputes then in effect of the
American  Arbitration  Association  (the  "Rules").  The  arbitrator  may  grant
injunctions or other relief in such dispute or controversy.  The decision of the
arbitrator  shall  be  final,  conclusive  and  binding  on the  parties  to the
arbitration.  Judgment may be entered on the arbitrator's  decision in any court
having jurisdiction.  (ii) The arbitrator shall apply Delaware law to the merits
of any dispute or claim,  without  reference  to rules of  conflict of law.  The
arbitration  proceedings shall be governed by federal arbitration law and by the
Rules,  without  reference to state arbitration law. (iii) The Company shall pay
the costs and expenses of such arbitration.  Each party shall separately pay its
counsel  fees and  expenses.  (iv)  Executive  understands  that nothing in this
Agreement modifies  Executive's at-will status.  Either the Company or Executive
can terminate the employment  relationship  at any time,  with or without cause.
11. No Oral Modification,  Cancellation or Discharge. This Agreement may only be
amended,  canceled or discharged in writing signed by Executive and the Company.
12.  Withholding.  The Company  shall be entitled  to  withhold,  or cause to be
withheld,  from  payment any amount of  withholding  taxes  required by law with
respect  to  payments  made to  Executive  in  connection  with  his  employment
hereunder.  13.  Governing Law. This Agreement  shall be governed by the laws of
the State of Delaware  (with the exception of its conflict of laws  provisions).
14.  Representations.  Executive  represents  that he has had the opportunity to
discuss this matter with and obtain  advice from his private  attorney,  has had
sufficient  time to,  and has  carefully  read  and  fully  understands  all the
provisions of this  Agreement,  and is knowingly and  voluntarily  entering into
this Agreement.


PMC-SIERRA, INC
/s/ Robert L. Bailey
ROBERT L. BAILEY
PRESIDENT & CEO

/s/ John W. Sullivan
JOHN W. SULLIVAN
(signature)