Employment offer letter with David Chen



 Exhibit 10.7 
  

					
	

	 		  	Advanced Analog Circuits Co., Ltd..
	 		  	800 Yishan Road, Shanghai, China
	 		  	TEL: 86-21-6495-9539
	 		  	FAX: 86-21-6485-1721
	 		  	E-mail: info@aacmicro.com
	 		  	http://www.aacmicro.com

 February 11, 2002 
 Ching-Siang (David) Chen 
 24071 Nuthatch Lane 
 Laguna
Niguel, CA 92677 
 Re: Employment Letter Agreement 
 Dear Mr. Chen: 
 This employment letter agreement sets forth the terms of your employment agreement with Advanced Analog
Circuits Co., Ltd. (the “Company”). 
 1. Position. The Company will offer you employment as its Vice President of
Engineering of Advanced Analog Circuits Co., Ltd., effective immediately upon your execution of this Agreement. You will report to me or anyone else subsequently assigned by the Company. 
 2. Compensation. For your service under this Employment Letter Agreement, you will receive the following compensation from the Company.

 (A) Base Salary. You will receive a base salary of US$144,000 and RMB$120,000 per year. 
 (B) Sign-in Bonus. Your will receive total of US$10,000 as a sign-in bonus. 
 (C) Expense Subsidy. You will receive US$900 per month as an apartment rental expense. The Company will also provide round trip ticket for you
once in two months. 
 (D) Insurance. The Company will reimburse all related insurance costs. 
 (E) Initial Stock Options. Subject to approval by the Board of Directors, you will be granted 400,000 optioned shares of Common Stock
(“Option”) at the price, which will be determined by the Board of Directors pursuant to the applicable stock Option plan. 








			
	

	  	Advanced Analog Circuits Co., Ltd..
	  	800 Yishan Road, Shanghai, China
	  	TEL: 86-21-6495-9539
	  	FAX: 86-21-6485-1721
	  	E-mail: info@aacmicro.com
	  	http://www.aacmicro.com
		
	David Chen	  	
	February 11, 2002	  	
	Page 2	  	

  
 (1) Vesting.

 (a) Standard Vesting. Your Option shall be subject to vesting on the
following terms: one-fourth (1/4th) shall vest after one year of your employment with the Company, with the balance vesting equally on a monthly basis for
each month of your employment with the Company over the next three years. 
 (b) If you are terminated by the Company without
“Cause”, one year of the remaining unvested shares from all of your option grants shall be accelerated immediately and vest upon the last day of your employment with the Company, provided you have no “then-existing” claims
against the Company. 
 (c) Definitions. For purposes of this Employment Letter Agreement, the following terms shall have the
meanings set forth below. 
 (2) “Cause” means the occurrence of any of the following: (i) theft, misappropriation or
embezzlement of Company property by the employee, or falsification of any Company documents or records by the employee; or (ii) conviction (including any plea o guilty or nolo contendere) of any felony or other crime involving moral
turpitude or dishonesty by the employee; or (iii) any material breach by the employee of any employment agreement between the employee and the Company, which breach is not cured pursuant to the terms of such agreement. 
 3. Terms of Employment 
 (A)
Company Policies and Agreement. As a Company employee, you will be expected to abide by the Company’s rules and regulations. During the period of your employment, you will not engage in any employment or business activity other than for
the Company without the express written consent of the Company. The Company may amend its rules and regulations at any time 
 (B)
Employment At Will. You may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time and for any reason whatsoever,
with or without cause or advance notice. This at-will employment relationship cannot be changed except in a writing signed by the Chief Executive Officer of the Company. 








			
	

	  	Advanced Analog Circuits Co., Ltd..
	  	800 Yishan Road, Shanghai, China
	  	TEL: 86-21-6495-9539
	  	FAX: 86-21-6485-1721
	  	E-mail: info@aacmicro.com
	  	http://www.aacmicro.com
		
	David Chen	  	
	February 11, 2002	  	
	Page 3	  	

  
 4. Complete
Agreement. Employment Letter Agreement, together with your Confidential Information and Invention Agreement and stock option agreements, forms the complete and exclusive statement of the terms of your employment agreement with the Company. The
employment terms in this Employment Letter Agreement and the Confidential Information and Invention Agreement supersede any other prior contemporaneous agreements or promises made to you by anyone, whether oral or written. 
 If you agree to the terms of this Employment Letter Agreement, please sign and date the attached copy of this Employment Letter Agreement and return that
copy to me. 
 We hope that your expertise will be an important part of our continued effort to strive for excellence and greater success.

  

			
	Very truly yours,	    	
		
	 /s/ Haw Ming Huang
	    	
	Haw Ming Huang	    	
	CEO	    	
		
	Agreed:	    	
		
	 /s/ Ching-Siang Chen
	    	 02/14/2002

	Ching-Siang (David) Chen	    	Date