PLX Technology, Inc. Exhibit 10.15


    EXHIBIT
      10.15

     

    PLX
      TECHNOLOGY, INC.

    2006
      BONUS AND DEFERRED COMPENSATION PLAN

    (Established
      as of January 1, 2006)

     

    1.  Introduction.
      The
      Company hereby adopts the Plan, effective as of January 1, 2006. The purpose
      of
      the Plan is to encourage performance and achieve retention of a select group
      of
      executive employees of PLX Technology, Inc. This document constitutes the
      written instrument under which the Plan is maintained. 

     

    2.  Definitions.

     

    (a)  “Cause”
means
      (i) conviction of a felony or a crime of moral turpitude; (ii) misconduct that
      results in harm to the Company; (iii) material failure to perform assigned
      duties; or (iv) willful disregard of lawful instructions from the chief
      executive officer of the Company or the
      Board
      of Directors relating to the business of the Company or any of its
      affiliates.

     

    (b)  “Code”
means
      the Internal Revenue Code of 1986, as amended.

     

    (c)  “Committee”
means
      the Compensation Committee of the Company’s Board of Directors.

     

    (d)  “Company”
means
      PLX Technology, Inc., a Delaware corporation. 

     

    (e)  “Disability”
means
      that a Participant has become disabled as defined in Code Section 409(a)(2)(C),
      the regulations thereunder, and any other published interpretive authority,
      as
      issued or amended from time to time.1

     

    (f)  “Eligible
      Employee”
means
      each employee who is eligible for the plan as designated by the Committee as
      set
      forth in approved minutes.

     

    (g)  “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended.

     

    (h)  “Net
      Pro Forma Operating Income”
means
      the Company’s pro forma operating income for 2006, as reported in its earnings
      release for its fiscal year ending December 31, 2006, calculated after the
      payment of all bonuses. Net Pro forma Operating Income for purposes of
      calculating bonuses under this plan excludes all stock option expenses and
      any
      adjustments as deemed necessary be the Compensation Committee for fiscal year
      2006. 

     

    (i)  “Normal
      Retirement Age”
means
      age sixty (60).

     

    (j)  “Participant”
means
      each Eligible Employee who is designated from time to time by the Committee
      in
      writing.

     

    (k)  “Plan”
means
      the PLX Technology, Inc. 2006 Bonus and Deferred Compensation Plan, as set
      forth
      in this document and as hereafter amended.

     

    (l)  “Plan
      Year”
means
      the calendar year.

     

    (m)  “Retirement”
means
      the termination of employment after Normal Retirement Age.

     

    (n)  Bonus
      Amount.
      Calculation of Bonus Amount.
      Each
      Participant will receive a bonus which will comprise a percentage of Net Pro
      Forma Operating Income and/or percentage of sales revenues, and/or a fixed
      amount bonus independent of Company performance, or some combination thereof.
      The percentage of the Company’s Net Pro Forma Operating Income, percentage of
      sales revenues, or fixed amount bonus independent of Company performance that
      is
      awarded to each Participant as a bonus shall be as designated by the Committee
      to the Participant in writing. Notwithstanding the foregoing, the total Net
      Pro
      Forma Operating Profit and sales revenue bonus amount awarded to any Participant
      shall not exceed the Participant’s base pay from the Company for 2006, unless
      the Committee, in its sole discretion, decides to permit a higher bonus amount
      with respect to such Participant based on the performance and condition of
      the
      Company’s business. Also, at any time prior to January 1, 2007, the Committee or
      the CEO, in his, her, or its sole discretion, may reduce any Participant’s
      bonus.

     

    (o)  Interest
      on Bonus Amount.
      No
      interest shall be paid on any Participant’s bonus.

     

    3.  Payment
      of Bonus.

     

    (a)  Timing
      and Form of Payment.
      Subject
      to Sections 4(b), 4(c), 4(d) and 7, each Participant’s bonus shall be paid as
      follows: 

     

    (i) Sixty
      percent (60%) of the Participant’s bonus shall be paid to the Participant on
      January 31, 2007; and

     

    (ii)
       Twenty
      percent (20%) of the Participant’s bonus (i.e. fifty percent (50%) of the bonus
      then remaining) shall be paid to the Participant on January 31, 2008;
      and

     

    (iii) Twenty
      percent (20%) of the Participant’s bonus (i.e. one-hundred percent (100%) of the
      bonus then remaining) shall be paid to the Participant on January 31,
      2009.

     

    (b)  Distribution
      in the Event of Retirement, Disability or Termination without
      Cause.
      If a
      Participant terminates employment because of Retirement or Disability, or the
      Company terminates a Participant’s employment without Cause, the Participant
      shall be entitled to payment of all of his or her bonus according to the
      schedule in Section 4(a), provided that if termination under these conditions
      occurs prior to January 1, 2007, the bonus amount payable will be the bonus
      amount pursuant to Section 3(a) multiplied by the number of days employee was
      employed in 2006 by the Company and then divided by 365 days, and all remaining
      bonus amounts for 2006 shall be forfeited. 

     

    (c)  Forfeiture.
      If a
      Participant terminates his or her employment for any reason other than
      Retirement, Disability, or termination by the Company without Cause, or if
      the
      Participant’s employment is terminated for Cause, he or she shall forfeit all or
      any portion of his or her entire bonus for 2006 (as set forth in Section 3(a))
      which is not yet due and payable under the schedule set forth in Section 4(a)
      as
      of the date of termination.

     

    (d)  Timing
      of Distribution to a Beneficiary.
      If a
      Participant dies before receiving a distribution of all of his or her bonus,
      one-hundred percent (100%) of such bonus will be distributed to his or her
      beneficiary as a lump sum distribution on the January 31 following the
      Participant’s death, provided that this accelerated distribution applies only if
      Participant dies while still employed by the Company or after termination due
      to
      Retirement, Disability, or termination by the Company without Cause; otherwise,
      the forfeiture provisions of Section 4(c) shall apply.

     

    (e)  Beneficiary
      Designation.
      Each
      Participant must designate a beneficiary to receive a distribution of his or
      her
      bonus if the Participant dies before such amount is fully distributed to him
      or
      her. To be effective, a beneficiary designation must be signed, dated and
      delivered to the Committee. In the absence of a valid or effective beneficiary
      designation, the Participant’s surviving spouse will be his or her beneficiary
      or, if there is no surviving spouse, the Participant’s estate will be his or her
      beneficiary. If a married Participant designates anyone other than his or her
      spouse as his or her beneficiary, such designation will be void unless it is
      signed and dated by the Participant’s spouse.

     

    4.  Withholding.
      The
      Company will withhold from any Plan distribution all required federal, state,
      local and other taxes and any other payroll deductions that may be required.
      

     

    5.  Administration.
      The
      Plan is administered and interpreted by the Company. The Company has delegated
      to the Committee certain responsibilities under the Plan. The Committee has
      the
      full and exclusive discretion to interpret and administer the Plan. All actions,
      interpretations and decisions of the Committee are conclusive and binding on
      all
      persons, and will be given the maximum possible deference allowed by
      law.

     

    6.  Amendment
      or Termination.
      Through
      December 31, 2006, the Committee, in its sole and unlimited discretion, may
      amend or terminate the Plan at any time, without prior notice to any
      Participant. After January 1, 2007, the Committee may amend or terminate the
      Plan provided that any such amendment does not reduce or increase any benefit
      to
      which a Participant has accrued and is otherwise entitled to under the terms
      of
      the Plan, nor accelerate the timing of any payment under the Plan, except as
      permitted under Code Section 409A. The Plan shall automatically terminate on
      the
      date when no Participant (or Beneficiary) has any right to or expectation of
      payment of further benefits under the Plan.

     

    7.  Claims
      Procedure.
      Any
      person who believes he or she is entitled to any payment under the Plan may
      submit a claim in writing to the Committee. If the claim is denied (either
      in
      full or in part), the claimant will be provided a written notice explaining
      the
      specific reasons for the denial and referring to the provisions of the Plan
      on
      which the denial is based. The notice will describe any additional information
      needed to support the claim. The denial notice will be provided within ninety
      (90) days after the claim is received. If special circumstances require an
      extension of time (up to ninety (90) additional days), written notice of the
      extension will be given within the initial ninety-day period. In the event
      that
      the claim relates to a Participant’s benefits payable due to Disability under
      the Plan, the time periods in this section shall be replaced with a 45 day
      initial period and a 30 day extension period.

     

    8.  Appeal
      Procedure.
      If a
      claimant’s claim is denied, the claimant (or his or her authorized
      representative) may apply in writing to the Committee for a review of the
      decision denying the Claim. The claimant (or representative) then has the right
      to review pertinent documents and to submit issues and comments in writing.
      The
      Committee will provide written notice of its decision on review within sixty
      (60) days after it receives a review request. If additional time (up to sixty
      (60) days) is needed to review the request, the claimant will be given written
      notice of the reason for the delay. In the event that the appeal relates to
      a
      Participant’s benefits payable due to Disability under the Plan, the 60 day time
      period in this section shall be replaced with a 45 day period.

     

    9.  Source
      of Payments.
      All
      payments under the Plan will be paid in cash from the general funds of the
      Company. No separate fund will be established under the Plan, and the Plan
      will
      have no assets. Any right of any person to receive any payment under the Plan
      is
      no greater than the right of any other general unsecured creditor of the
      Company. This Plan shall be binding upon the Company’s successors and assigns.


     

    10.  Inalienability.
      A
      Participant’s rights to benefits under the Plan are not subject in any manner to
      anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
      attachment, or garnishment by creditors of the Participant or the Participant’s
      beneficiary.

     

    11.  Applicable
      Law.
      The
      provisions of the Plan will be construed, administered and enforced in
      accordance with ERISA and, to the extent applicable, the laws of the State
      of
      California.

     

    12.  Severability.
      If any
      provision of the Plan is held invalid or unenforceable, its invalidity or
      unenforceability will not affect any other provision of the Plan, and the Plan
      will be construed and enforced as if such provision had not been
      included.

     

    13.  Status
      of Plan as ERISA “Top Hat” Plan.
      The
      Plan is intended to be an unfunded plan maintained primarily for the purpose
      of
      providing deferred compensation for a select group of highly compensated
      employees and individuals responsible for managing the Participating Companies.
      The Plan will be administered and construed to effectuate this intent.
      Accordingly, the Plan is subject to Title I of ERISA, but is exempt from Parts
      2, 3 and 4 of such Title.

     

    14.  No
      Right of Continued Employment.
      THIS
      PLAN DOES NOT GIVE ANY PARTICIPANT THE RIGHT TO BE RETAINED AS AN EMPLOYEE.
      SUBJECT TO THE TERMS OF ANY WRITTEN EMPLOYMENT AGREEMENT TO THE CONTRARY, THE
      COMPANY SHALL HAVE THE RIGHT TO TERMINATE OR CHANGE THE TERMS OF EMPLOYMENT
      OF A
      PARTICIPANT AT ANY TIME AND FOR ANY REASON WHATSOEVER, WITH OR WITHOUT
      CAUSE.

     

     

    1
      Code
      Section 409A(a)(2)(C) provides the following definition of
“disabled”:

     

    For
      purposes of subparagraph (A)(ii), a participant shall be considered disabled
      if
      the participant—

     

    (i)  is
      unable
      to engage in any substantial gainful activity by reason of any medically
      determinable physical or mental impairment which can be expected to result
      in
      death or can be expected to last for a continuous period of not less than 12
      months, or

     

    (ii)  is,
      by
      reason of any medically determinable physical or mental impairment which can
      be
      expected to result in death or can be expected to last for a continuous period
      of not less than 12 months, receiving income replacement benefits for a period
      of not less than 3 months under an accident and health plan covering employees
      of the participant’s employer. 

     

    IN
      WITNESS WHEREOF, PLX Technology, Inc., by its duly authorized officer, has
      executed the Plan on the date indicated below.

     

     

    PLX
      TECHNOLOGY, INC.

    
      
        /s/
          Michael J. Salameh 

        Name:
          Michael J. Salameh

        Title:
          Chief Executive Officer