EX-10.1










January 7, 2008



Via Hand Delivery



Dear Hamza:



This letter sets forth the terms of the agreement (the “Agreement”) between you and Volterra
Semiconductor Corporation (the “Company”) regarding your voluntary resignation from the Company.



1. Separation Date. Your last day of work with the Company and your employment
termination date will be January 7, 2008 (the “Separation Date”).



2. Accrued Salary and Vacation Pay. On the Separation Date, the Company shall pay you all
accrued salary and unused PTO time (if any) earned by you through the Separation Date, less
standard payroll deductions and withholdings. You are entitled to these payments by law.



3. Sign-On Bonus. On the Effective Date (as defined below), the Company agrees that you shall
not be required to repay any portion of the sign-on bonus paid to you by the Company as described
in your Offer Letter dated January 17, 2007, which the Company would otherwise be entitled to
pursue. You acknowledge that you would not otherwise be entitled to the consideration set forth in
this paragraph were it not for the covenants, promises, and releases set forth herein.



4. Health Insurance. To the extent provided by the federal COBRA law or, if applicable, state
insurance laws, and by the Company’s current group health insurance policies, you will be eligible
to continue your group health insurance benefits at your own expense following the Separation Date.
Later, you may be able to convert to an individual policy through the provider of the Company’s
health insurance, if you wish. You will be provided with a separate notice describing your rights
and obligations under the applicable state and/or federal insurance laws.



5. No Other Compensation or Benefits. You acknowledge that, except as expressly provided in
this Agreement, you have not earned and will not receive from the Company any additional
compensation, severance, or benefits relating to or arising from your employment with the Company,
after the Separation Date, with the exception of any vested right you may have under the express
terms of a written ERISA-qualified benefit plan (e.g., 401(k) account).



6. Expense Reimbursement. You agree that, within ten (10) days after the Separation Date, you
will submit your final documented expense reimbursement statement reflecting all business expenses
you incurred through the Separation Date, if any, for which you seek reimbursement. The Company
will reimburse you for such expenses pursuant to its regular business practice.



7. Return of Company Property. Within ten (10) days after the Separation Date, you agree to
return to the Company all Company documents (and all copies thereof) and other Company property in
your possession or control. You agree that you will make a diligent search to locate any such
documents, property and information. In addition, if you have used any personal computer, server,
or e-mail system to receive, store, prepare or transmit any Company confidential or proprietary
data, materials or information, you agree to immediately provide the Company with a
computer-useable copy of all such information, and once you have done so you agree to permanently
delete and expunge all Company confidential or proprietary information and data from those systems;
and you agree to provide the Company access to your system as reasonably requested to verify that
the necessary copying and/or deletion is completed. Your timely return of all such Company
documents and other property is a precondition to your receipt of the benefits provided under this
Agreement.



8. Proprietary Information Obligations. You hereby acknowledge and reaffirm your continuing
obligations under your Proprietary Information and Inventions Agreement, a copy of which is
attached hereto as Exhibit A.



9. Nondisparagement / Cooperation. You agree not to disparage the Company, or its officers,
directors, employees, shareholders and agents, in any manner likely to be harmful to them or their
business, business reputation or personal reputation. Notwithstanding the foregoing, you may
respond accurately to any question, inquiry or request for information when required by legal
process. You hereby also agree to cooperate with the Company to review and confirm information on
a timely basis to the extent it is required to disclose certain information regarding your former
executive position in its statutory filings.



10. No Voluntary Adverse Action. You agree that you will not voluntarily (except in response
to legal compulsion) assist any third party in bringing or pursuing any proposed or pending
litigation, arbitration, administrative claim or other formal proceeding against the Company, its
parent or subsidiary entities, affiliates, officers, directors, employees or agents.



11. Nonsolicitation. Before and for one (1) year after the Separation Date, except with the
Company’s advance written consent, you will not directly or indirectly, recruit, solicit, hire,
entice, induce, or encourage any employee, independent contractor, or consultant of the Company to
terminate a relationship with the Company in order to become an employee, independent contractor,
or consultant for any other person or entity.



12. Disclosure. You hereby acknowledge and agree that this Agreement and a description of the
terms set forth herein will be filed by the Company with the Securities and Exchange Commission
pursuant to its obligations as a reporting company under the Securities Exchange Act of 1934, as
amended and the rules and regulations promulgated thereunder, and consequently shall be publicly
available.



13. Release of Claims. In exchange for the consideration under this Agreement to which you
would not otherwise be entitled, you hereby generally and completely release the Company and its
parent, subsidiary, and affiliated entities (along with their predecessors and successors) and
their directors, officers, employees, shareholders, partners, agents, attorneys, insurers,
affiliates and assigns, from any and all claims, liabilities and obligations, both known and
unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring
at any time prior to and including the date you sign this Agreement. This general release
includes, but is not limited to: (a) all claims arising out of or in any way related to your
employment with the Company or the termination of that employment; (b) all claims related to your
compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay,
expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other
ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful
termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort
claims, including but not limited to claims for fraud, defamation, emotional distress, and
discharge in violation of public policy; and (e) all federal, state, and local statutory claims,
including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees,
or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal
Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment
Act of 1967 (as amended) (the “ADEA”), the California Labor Code, and the California Fair
Employment and Housing Act. You represent that you have no lawsuits, claims or actions pending in
your name, or on behalf of any other person or entity, against the Company or any other person or
entity subject to the release granted in this paragraph.



14. ADEA Waiver. You hereby acknowledge that you are knowingly and voluntarily waiving and
releasing any rights you may have under the ADEA and that the consideration given for the waiver
and release in the preceding paragraph is in addition to anything of value to which you were
already entitled. You further acknowledge that you have been advised by this writing, as required
by the ADEA, that: (a) your waiver and release do not apply to any rights or claims that may arise
after you sign this Agreement; (b) you should consult with an attorney prior to executing this
Agreement (although you may voluntarily decide not to do so); (c) you have twenty-one (21) days
within which to consider this Agreement (although you may choose voluntarily to execute this
Agreement earlier); (d) you have seven (7) days following the execution of this Agreement to revoke
this Agreement (in a written revocation sent to the Company’s CEO); and (e) this Agreement will not
be effective until the eighth day after this Agreement has been signed both by you and by the
Company (the “Effective Date”).



15. Section 1542 Waiver. In giving the releases set forth in this Agreement, which include
claims which may be unknown to you at present, you acknowledge that you have read and understand
Section 1542 of the California Civil Code which reads as follows: “A general release does not
extend to claims which the creditor does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially affected his settlement with the
debtor.” You hereby expressly waive and relinquish all rights and benefits under that section and
any law or legal principle of similar effect in any jurisdiction with respect to the releases
granted herein, including but not limited to the release of unknown and unsuspected claims granted
in this Agreement.



16. Representations. You hereby represent that, except for the payments required by this
Agreement, you have been paid all compensation owed and for all hours worked, have received all the
leave and leave benefits and protections for which you are eligible, pursuant to the Family and
Medical Leave Act or otherwise, and have not suffered any on-the-job injury for which you have not
already filed a claim.



17. Dispute Resolution. To aid in the rapid and economical resolution of any disputes which
may arise under this Agreement, you and the Company agree that any and all claims, disputes or
controversies of any nature whatsoever arising from or regarding the interpretation, performance,
negotiation, execution, enforcement or breach of this Agreement shall be resolved by confidential,
final and binding arbitration conducted before a single arbitrator with Judicial Arbitration and
Mediation Services, Inc. (“JAMS”) in San Francisco, California, under JAMS’ then-applicable
arbitration rules. The parties acknowledge that by agreeing to this arbitration procedure, they
waive the right to resolve any such dispute through a trial by jury, judge or administrative
proceeding. You will have the right to be represented by legal counsel at any arbitration
proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the
resolution of the dispute and to award such relief as would otherwise be available under applicable
law in a court proceeding; and (b) issue a written statement signed by the arbitrator regarding the
disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the
award, and the arbitrator’s essential findings and conclusions on which the award is based. The
Company shall bear the JAMS arbitration fees and administrative costs. Nothing in this Agreement
shall prevent either you or the Company from obtaining injunctive relief in court to prevent
irreparable harm pending the conclusion of any such arbitration.



18. Miscellaneous. This Agreement, including Exhibit A, constitutes the complete, final and
exclusive embodiment of the entire agreement between you and the Company with regard to this
subject matter. It is entered into without reliance on any promise or representation, written or
oral, other than those expressly contained herein, and it supersedes any other such promises,
warranties or representations. This Agreement may not be modified or amended except in a writing
signed by both you and a duly authorized officer of the Company. This Agreement will bind the
heirs, personal representatives, successors and assigns of both you and the Company, and inure to
the benefit of both you and the Company, their heirs, successors and assigns. If any provision of
this Agreement is determined to be invalid or unenforceable, in whole or in part, this
determination will not affect any other provision of this Agreement and the provision in question
will be modified by the court so as to be rendered enforceable. This Agreement will be deemed to
have been entered into and will be construed and enforced in accordance with the laws of the State
of California without regard to conflicts of law principles. This Agreement may be executed in
counterparts, each of which shall be deemed to part of one original, and facsimile signatures shall
be equivalent to original signatures.



If this Agreement is acceptable to you, please sign below on or within twenty-one (21) days after
the date hereof and return the signed original to me. If I do not receive the fully executed
Agreement from you by such date, the Company’s offer contained herein will expire.



1



	 	 	 
	Sincerely,

	 	

	Volterra Semiconductor Corporation

	By:

	 	/s/ Mike Burns
	
 
	 	 
	
 
	 	Mike Burns

Chief Financial Officer






Exhibit A –Proprietary Information and Inventions Agreement



Understood and Agreed:



/s/ Hamza Yilmaz



Hamza Yilmaz



Date: 1/8/08



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Exhibit A




Proprietary Information and Inventions Agreement




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VOLTERRA SEMICONDUCTOR CORPORATION



EMPLOYEE PROPRIETARY INFORMATION

AND INVENTIONS AGREEMENT




In consideration of my employment or continued employment by volterra semiconductor
corporation (the “Company”), and the compensation now and hereafter paid to me, I hereby
agree as follows:



1. Nondisclosure



1.1 Recognition of Company’s Rights; Nondisclosure. At all times during my employment and
thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon or publish
any of the Company’s Proprietary Information (defined below), except as such disclosure, use or
publication may be required in connection with my work for the Company, or unless an officer of the
Company expressly authorizes such in writing. I will obtain Company’s written approval before
publishing or submitting for publication any material (written, verbal, or otherwise) that relates
to my work at Company and/or incorporates any Proprietary Information. I hereby assign to the
Company any rights I may have or acquire in such Proprietary Information and recognize that all
Proprietary Information shall be the sole property of the Company and its assigns.



1.2 Proprietary Information. The term “Proprietary Information” shall mean any and all
confidential and/or proprietary knowledge, data or information of the Company. By way of
illustration but not limitation, “Proprietary Information” includes (a) trade secrets, inventions,
mask works, ideas, processes, formulas, source and object codes, data, programs, other works of
authorship, know-how, improvements, discoveries, developments, designs and techniques (hereinafter
collectively referred to as “Inventions”); and (b) information regarding plans for research,
development, new products, marketing and selling, business plans, budgets and unpublished financial
statements, licenses, prices and costs, suppliers and customers; and (c) information regarding the
skills and compensation of other employees of the Company. Notwithstanding the foregoing, it is
understood that, at all such times, I am free to use information which is generally known in the
trade or industry, which is not gained as result of a breach of this Agreement, and my own, skill,
knowledge, know-how and experience to whatever extent and in whichever way I wish.



1.3 Third Party Information. I understand, in addition, that the Company has received and in
the future will receive from third parties confidential or proprietary information (“Third Party
Information”) subject to a duty on the Company’s part to maintain the confidentiality of such
information and to use it only for certain limited purposes. During the term of my employment and
thereafter, I will hold Third Party Information in the strictest confidence and will not disclose
to anyone (other than Company personnel who need to know such information in connection with their
work for the Company) or use, except in connection with my work for the Company, Third Party
Information unless expressly authorized by an officer of the Company in writing.



1.4 No Improper Use of Information of Prior Employers and Others. During my employment by the
Company I will not improperly use or disclose any confidential information or trade secrets, if
any, of any former employer or any other person to whom I have an obligation of confidentiality,
and I will not bring onto the premises of the Company any unpublished documents or any property
belonging to any former employer or any other person to whom I have an obligation of
confidentiality unless consented to in writing by that former employer or person. I will use in
the performance of my duties only information which is generally known and used by persons with
training and experience comparable to my own, which is common knowledge in the industry or
otherwise legally in the public domain, or which is otherwise provided or developed by the Company.



2. Assignment of Inventions.



2.1 Proprietary Rights. The term “Proprietary Rights” shall mean all trade secret, patent,
copyright, mask work and other intellectual property rights throughout the world.



2.2 Prior Inventions. Inventions, if any, patented or unpatented, which I made prior to the
commencement of my employment with the Company are excluded from the scope of this Agreement. To
preclude any possible uncertainty, I have set forth on Exhibit B (Previous Inventions) attached
hereto a complete list of all Inventions that I have, alone or jointly with others, conceived,
developed or reduced to practice or caused to be conceived, developed or reduced to practice prior
to the commencement of my employment with the Company, that I consider to be my property or the
property of third parties and that I wish to have excluded from the scope of this Agreement
(collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would
cause me to violate any prior confidentiality agreement, I understand that I am not to list such
Prior Inventions in Exhibit B but am only to disclose a cursory name for each such invention, a
listing of the party(ies) to whom it belongs and the fact that full disclosure as to such
inventions has not been made for that reason. A space is provided on Exhibit B for such purpose.
If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the
course of my employment with the Company, I incorporate a Prior Invention into a Company product,
process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free,
irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of
sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the
foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in
any Company Inventions without the Company’s prior written consent.



2.3 Assignment of Inventions. Subject to Sections 2.4, and 2.6, I hereby assign and agree to
assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice
or first fixed in a tangible medium, as applicable) to the Company all my right, title and interest
in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether or not
patentable or registrable under copyright or similar statutes, made or conceived or reduced to
practice or learned by me, either alone or jointly with others, during the period of my employment
with the Company. Inventions assigned to the Company, or to a third party as directed by the
Company pursuant to this Section 2, are hereinafter referred to as “Company Inventions.”



2.4 Nonassignable Inventions. This Agreement does not apply to an Invention which qualifies
fully as a nonassignable Invention under Section 2870 of the California Labor Code (hereinafter
"Section 2870”). I have reviewed the notification on Exhibit A (Limited Exclusion Notification)
and agree that my signature acknowledges receipt of the notification.



2.5 Obligation to Keep Company Informed. During the period of my employment and for six (6)
months after termination of my employment with the Company, I will promptly disclose to the Company
fully and in writing all Inventions authored, conceived or reduced to practice by me, either alone
or jointly with others. In addition, I will promptly disclose to the Company all patent
applications filed by me or on my behalf within a year after termination of employment. At the
time of each such disclosure, I will advise the Company in writing of any Inventions that I believe
fully qualify for protection under Section 2870; and I will at that time provide to the Company in
writing all evidence necessary to substantiate that belief. The Company will keep in confidence
and will not use for any purpose or disclose to third parties without my consent any confidential
information disclosed in writing to the Company pursuant to this Agreement relating to Inventions
that qualify fully for protection under the provisions of Section 2870. I will preserve the
confidentiality of any Invention that does not fully qualify for protection under Section 2870.



2.6 Government or Third Party. I also agree to assign all my right, title and interest in and
to any particular Invention to a third party, including without limitation the United States, as
directed by the Company.



2.7 Works for Hire. I acknowledge that all original works of authorship which are made by me
(solely or jointly with others) within the scope of my employment and which are protectable by
copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section
101).



2.8 Enforcement of Proprietary Rights. I will assist the Company in every proper way to
obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to
Company Inventions in any and all countries. To that end I will execute, verify and deliver such
documents and perform such other acts (including appearances as a witness) as the Company may
reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and
enforcing such Proprietary Rights and the assignment thereof. In addition, I will execute, verify
and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation
to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any
and all countries shall continue beyond the termination of my employment, but the Company shall
compensate me at a reasonable rate after my termination for the time actually spent by me at the
Company’s request on such assistance.



In the event the Company is unable for any reason, after reasonable effort, to secure my
signature on any document needed in connection with the actions specified in the preceding
paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers
and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act
for and in my behalf to execute, verify and file any such documents and to do all other lawfully
permitted acts to further the purposes of the preceding paragraph with the same legal force and
effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of
any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights
assigned hereunder to the Company.



3. Records. I agree to keep and maintain adequate and current records (in the
form of notes, sketches, drawings and in any other form that may be required by the Company) of all
Proprietary Information developed by me and all Inventions made by me during the period of my
employment at the Company, which records shall be available to and remain the sole property of the
Company at all times.



4. Additional Activities. I agree that during the period of my employment by the
Company I will not, without the Company’s express written consent, engage in any employment or
business activity which is competitive with, or would otherwise conflict with, my employment by the
Company. I agree further that for the period of my employment by the Company and for one (l) year
after the date of termination of my employment by the Company I will not induce any employee of the
Company to leave the employ of the Company.



5. No Conflicting Obligation. I represent that my performance of all the terms of this
Agreement and as an employee of the Company does not and will not breach any agreement to keep in
confidence information acquired by me in confidence or in trust prior to my employment by the
Company. I have not entered into, and I agree I will not enter into, any agreement either written
or oral in conflict herewith.



6. Return of Company Documents. When I leave the employ of the Company, I will deliver to
the Company any and all drawings, notes, memoranda, specifications, devices, formulas, and
documents, together with all copies thereof, and any other material containing or disclosing any
Company Inventions, Third Party Information or Proprietary Information of the Company. I further
agree that any property situated on the Company’s premises and owned by the Company, including
disks and other storage media, filing cabinets or other work areas, is subject to inspection by
Company personnel at any time with or without notice. Prior to leaving, I will cooperate with the
Company in completing and signing the Company’s termination statement.



7. Legal and Equitable Remedies. Because my services are personal and unique and because
I may have access to and become acquainted with the Proprietary Information of the Company, the
Company shall have the right to enforce this Agreement and any of its provisions by injunction,
specific performance or other equitable relief, without bond and without prejudice to any other
rights and remedies that the Company may have for a breach of this Agreement.



8. Notices. Any notices required or permitted hereunder shall be given to the appropriate
party at the address specified below or at such other address as the party shall specify in
writing. Such notice shall be deemed given upon personal delivery to the appropriate address or if
sent by certified or registered mail, three (3) days after the date of mailing.



9. Notification of New Employer. In the event that I leave the employ of the Company, I
hereby consent to the notification of my new employer of my rights and obligations under this
Agreement.



10. General Provisions.



10.1 Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by and
construed according to the laws of the State of California, as such laws are applied to agreements
entered into and to be performed entirely within California between California residents. I hereby
expressly consent to the personal jurisdiction of the state and federal courts located in Alameda
County, California for any lawsuit filed there against me by Company arising from or related to
this Agreement.



10.2 Severability. In case any one or more of the provisions contained in this Agreement
shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement,
and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein. If moreover, any one or more of the provisions contained in this
Agreement shall for any reason be held to be excessively broad as to duration, geographical scope,
activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to
the extent compatible with the applicable law as it shall then appear.



10.3 Successors and Assigns. This Agreement will be binding upon my heirs, executors,
administrators and other legal representatives and will be for the benefit of the Company, its
successors, and its assigns.



10.4 Survival. The provisions of this Agreement shall survive the termination of my
employment and the assignment of this Agreement by the Company to any successor in interest or
other assignee.



10.5 Employment. I agree and understand that nothing in this Agreement shall confer any right
with respect to continuation of employment by the Company, nor shall it interfere in any way with
my right or the Company’s right to terminate my employment at any time, with or without cause.



10.6 Waiver. No waiver by the Company of any breach of this Agreement shall be a waiver of
any preceding or succeeding breach. No waiver by the Company of any right under this Agreement
shall be construed as a waiver of any other right. The Company shall not be required to give
notice to enforce strict adherence to all terms of this Agreement.



10.7 Entire Agreement. The obligations pursuant to Sections 1 and 2 of this Agreement shall
apply to any time during which I was previously employed, or am in the future employed, by the
Company as a consultant if no other agreement governs nondisclosure and assignment of inventions
during such period. This Agreement is the final, complete and exclusive agreement of the parties
with respect to the subject matter hereof and supersedes and merges all prior discussions between
us. No modification of or amendment to this Agreement, nor any waiver of any rights under this
Agreement, will be effective unless in writing and signed by the party to be charged. Any
subsequent change or changes in my duties, salary or compensation will not affect the validity or
scope of this Agreement.



This Agreement shall be effective as of the first day of my employment with the Company,
namely: 2/27, 2007.



[*] Address omitted for privacy reasons.



I have read this Agreement carefully and understand its terms. I have completely filled
out Exhibit B to this Agreement.



Dated: January 20, 2007



/s/ Hamza Yilmaz



Signature



Hamza Yilmaz



(Printed Name)



[*]



(Address)


[*]



Accepted and Agreed To:



volterra semiconductor corporation



By: /s/ David Oh

Title: Director of Legal Affairs





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