plx_exhibit10-1.htm


    Exhibit
10.1

    
 

    October
15, 2008

    


    Mr. Ralph
Schmitt

    5699 La
Seyne Place

    San Jose,
CA 95138

    


    Dear
Ralph:

    


    PLX
Technology is pleased to provide you with an offer of employment for the
position
of Chief Executive Officer and President reporting to the Board of Directors.
This is an exempt position with a starting base salary of $29,167.00 per month,
paid on a semi-monthly basis ($350,000.00, if annualized).   PLX
will also provide you a sign-on bonus of $70,000.00 (subject to normal payroll
withholding), to be paid in the first pay period after you start
employment.  If you resign or are terminated with cause within one
year of your start date, this bonus shall be fully refundable to the company and
due and payable on your date of termination.  PLX also expects to
implement an executive variable compensation plan for 2009 similar to the 2008
plan.  The 2009 company targets will be approved by the board in
consultation with the CEO and your variable compensation earned will depend on
performance versus the plan.  Payments of the earned variable
compensation are subject to normal payroll withholding and other terms of the
PLX Executive Variable Compensation Plan.

    


    In
addition, you will receive an option to purchase 500,000 shares of the
Company's
Common Stock under the PLX Technology Stock Incentive Plan, subject to
approval
by the Company's Board of Directors. In accordance with the Company's
Stock
Option Policy, your option grant price will be the closing price of the
stock on
the first business day of December 2008. In accordance with the terms of the PLX
Technology Stock Option Agreement, you will vest in one-fourth (25%) of your
option grant shares at the first anniversary of your grant date. The remaining
three-fourths (75%) of your option grant shares will vest at a rate of 2.083%
each month for the next three years after the first anniversary of your grant
date.

    


    This
offer will remain in effect until the end of the business day October 17, 2008
and is also contingent upon you commencing your employment no later than October
27, 2008.  This offer is contingent upon you successfully completing a
background check by the company and our auditors and executing the Company's
standard Proprietary Information Agreement, a copy of which is
attached.

     

    The
Company offers a comprehensive benefit program that includes medical,
dental,
vision and life insurances, short-term and long-term disability plans, a 401K
Savings & Retirement plan and flexible time-off for vacation, illness or
personal business.  Details of these benefits are included in the
enclosed benefits summary document.

    


    We look
forward to you joining PLX and believe that the relationship will be
mutually
rewarding. However, please be aware that the employment relationship is
at will
and either party may terminate the relationship at any time for any reason,
with or without cause. This is a full and complete agreement between PLX
Technology,
Inc. and Ralph Schmitt.

    


    We
request that you acknowledge your acceptance by signing and returning a copy
of this
letter and the enclosed Proprietary Information Agreement, with your
indicated
start date.

    


    If you
have any questions regarding this offer, our benefit program or the company
in general, please contact me.

    


    Sincerely,

    


    /s/ D.
James Guzy

    


    


    


    


    ----------------

    


    D. James
Guzy

    Chairman
of the Board of Directors

    


    /s/ D.
James Guzy

    --------------------------------------------------------------------------------

    


    I accept
this offer of employment:

    


    /s/ Ralph
Schmitt

    


    Ralph
Schmitt                                 10/27/08

    ----------------------------------            ----------------------------

    Name                                              
Start Date

    


    /s/ Ralph
Schmitt

    --------------------------------------------------------------------------------