Offer letter dated December 10, 2007



 Exhibit 10.6 

 

 

 December 10, 2007 

Mr. John Edmunds 
 Re: Offer
of Employment 
 Dear John, 

On behalf of Inphi Corporation (“Inphi” or the “Company”), we are pleased to offer you full-time employment as CFO in our Westlake
Village and Sunnyvale, CA facilities reporting to the CEO, subject to the following terms and conditions. 
 Cash Compensation/Benefits

 Your starting base salary annualized will be $250,000 per year paid on a bi-monthly payroll schedule 

In addition, you will be eligible for Inphi standard benefits including health, dental, vision, life insurance, vacation and sick leave with an optional
401(k) plan. 
 Commuting Allowance and Relocation 

Inphi will provide housing and commuting allowance of $2,000.00 per month. Should you or the company decide that relocation to Westlake Village is
required to effectively perform in your role, you will receive a relocation allowance not to exceed $25,000 upon relocation. 
 Equity

 Contingent on approval by the Company’s Board of Directors, you will receive an incentive stock option package consisting of
options to purchase shares of the Company’s Common Stock equivalent to 0.9% of common shares subject to Board of Directors approval. The grant date and option price will be established on the date the Board of Directors
grants the options to you pursuant to the Company’s Stock Option/Stock Issuance Plan (the “Plan”). Provided you 

 

 Inphi Corporation 2393 Townsgate Road, #101 Westlake Village, CA (v) 805.446.5100
(f) 805.446.5191 








 
remain in the service of the Company (as defined in the Plan), the option will vest four year period with one-fourth (25%) of the shares vesting on the date that is one year after the
commencement of your service as an employee of the Company and the remaining shares vesting in a series of 36 equal monthly installments upon your completion of each month of service thereafter. Any shares purchased pursuant to the option will be
subject to a right of first refusal in favor of the Company, and any shares that you decide to purchase before you become vested in the underlying option shall be subject to repurchase by the Company if your employment with the company terminates.
All of the terms discussed above are described in, and your option shall be governed by the provisions of, the Stock Option/Stock Issuance Plan and the related documentation that you will receive. 

Subject to the approval of the Board of Directors, 50% of your unvested shares will be accelerated following your termination after a corporate
transaction in a form substantially similar to the form attached to this letter. 
 “At Will” Employment 

Employment with the Company is “at-will”. This means that it is not for any specified period of time and can be terminated by you or by the
Company at any time, with or without advance notice, and for any or no particular reason or cause. It also means that your job duties, title and responsibility and reporting level, compensation and benefits, as well as the Company’s personnel
policies and procedures, may be changed with or without notice at any time in the sole discretion of the Company. This “at-will” nature of your employment shall remain unchanged during your tenure as an employee and may not be changed,
except in an express writing signed by you and by the Company’s Chairman of the Board of Directors. 
 Full-time Services to The
Company 
 The Company requires that, as a full-time employee, you devote your full business time, attention, skills and efforts to the
tasks and duties of your position as assigned by the Company. 
 Confidential Information 

Inphi was formed on the principles of working hard, doing things the right way and treating each project and customer as the top priority. We expect the
highest quality and level of personal commitment from each employee. We are hiring people with the right skills and qualifications, not based upon any specific knowledge you may have obtained about potential products, clients or industries. For that
reason, if you signed a confidentiality agreement with a previous employer, you should read it and honor it. Inphi does not permit the use of trade secret information belonging to others or the violation of any agreements to keep information
confidential. You must also sign a confidentiality and proprietary information agreement at the start of your employment with Inphi. 
  

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 Conditions 

This offer, and any employment pursuant to this offer, is conditioned upon the following: 

 

	•	 	 As required by law, your ability to provide satisfactory documentary proof of your identity and right to work in the United States of America no later
than the third day after you commence working for the Company. 


  

	•	 	 Your signed agreement to, and ongoing compliance with, the terms of the enclosed Proprietary Information and Inventions Agreement without
modification. 


  

	•	 	 Your return of the enclosed copy of this letter, after being signed by you without modification, to the undersigned no later than December 21,
2007, after which time offer will expire. By signing and accepting this offer, you represent and warrant that you are not subject to any pre-existing contractual or other legal obligation with any person, company or business enterprise which may
be an impediment to your employment with, or your providing services to, the Company, as its employee. If you accept employment, you may not either bring onto Company premises or use in any manner any confidential or proprietary information
developed, used or disclosed to you while you were employed by some other company or entity. 


 Entire Agreement

 If you accept this offer, this letter and the written agreements referenced in this letter shall constitute the complete agreement
between you and the Company with respect to the initial terms and conditions of your employment. Any representations not contained in this letter, or contrary to those contained in this letter (whether written or oral), that may have been made to
you are expressly cancelled and superceded by this offer. Except as otherwise specified in this letter, the terms and conditions of your employment pursuant to this letter may not be changed, except by a writing issued by Human Resources.

 We look forward to you accepting this offer and a mutually rewarding relationship. As with all-important decisions, you should make a
decision concerning this offer based on your own independent investigation and judgment concerning the Company and its future prospects. 
 If
you accept this offer, please date and sign below, on the enclosed copy of this letter and return it to me no later than December 21, 2007. You will be provided with an original copy for you to retain in your records. You should bring
your INS Form 1-9 required identification, and proof of authorization to work with you on your first day of employment. 
 Your starting date
will be on or before January 14, 2008 per our discussions. 
  

 3 








 If you have any questions regarding this offer letter, please feel free to me directly at 805-807-8199.

 Sincerely, 
 Young Sohn 

CEO, Inphi Corporation 
 I accept the above
offer, and request to begin employment on or prior to January 14, 2008 per our discussion. 
  

			
	Dated: December 10, 2007	 	 /s/ John Edwards

		 	Signature

  

 4 








 ADDENDUM 

TO 

STOCK ISSUANCE AGREEMENT 

The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Issuance Agreement (the
“Issuance Agreement”) by and between INPHI Corporation (the “Corporation”) and John Edmunds (“Participant”) evidencing the shares of Common Stock purchased on this date by Participant under the Corporation’s 2000
Stock Option/Stock Issuance Plan, and such provisions shall be effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Issuance Agreement.

 INVOLUNTARY TERMINATION FOLLOWING 

CORPORATE TRANSACTION 

1. To the extent the Repurchase Right is assigned to the successor corporation (or parent thereof) in connection with a Corporate
Transaction, no accelerated vesting of the Purchased Shares shall occur upon such Corporate Transaction, and the Repurchase Right shall continue to remain in full force and effect in accordance with the provisions of the Issuance Agreement.
Participant shall, over his or her period of Service following the Corporate Transaction, continue to vest in the Purchased Shares in one or more installments in accordance with the provisions of the Issuance Agreement. However, upon an Involuntary
Termination of Participant’s Service within eighteen (18) months following the Corporate Transaction, the Repurchase Right shall terminate automatically, and all the Purchased Shares shall immediately vest in full at that time. Any
unvested escrow account maintained on Participant’s behalf pursuant to Paragraph D.5 of the Issuance Agreement shall also vest at the time of such Involuntary Termination and shall be paid to Participant promptly thereafter. 

2. For purposes of this Addendum, the following definitions shall be in effect: 

An Involuntary Termination shall mean the termination of Participant’s Service by reason of: 

(a) Participant’s involuntary dismissal or discharge by the Corporation for reasons other than for Misconduct, or








 (b) Participant’s voluntary resignation following (A) a change in
his or her position with the Corporation (or Parent or Subsidiary employing Participant) which materially reduces his or her duties and responsibilities or the level of management to which he or she reports, (B) a reduction in
Participant’s level of compensation (including base salary, fringe benefits and target bonus under any corporate-performance based incentive programs) by more than fifteen percent (15%) or (C) a relocation of Participant’s place
of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected by the Corporation without Participant’s consent. 

Misconduct shall mean the termination of Participant’s Service by reason or Participant’s commission of any act of
fraud, embezzlement or dishonesty, any unauthorized use or disclosure by Participant of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by Participant adversely
affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Corporation (or any Parent or Subsidiary)
may consider as grounds for the dismissal or discharge of the Participant or any other individual in the Service of the Corporation (or any Parent or Subsidiary). 

IN WITNESS WHEREOF, INPHI Corporation has caused this Addendum to be executed by its duly-authorized officer as of the Effective
Date specified below. 
  

			
	INPHI CORPORATION
		
	 By:
	 	  

		
	 Title:
	 	  




EFFECTIVE DATE:
                    ,          

 

 2. 









 

 

 June 7, 2010 

Mr. John Edmunds 
 Re:
Clarification to Offer Letter 
 Dear John, 

This letter will serve to clarify that, effective as of your first day of employment with Inphi Corporation, the payments provided to you under
“Commuting Allowance and Relocation” in your offer letter dated December 10, 2007 are solely for the reimbursement of expenses incurred by you in connection with commuting between Inphi’s Westlake Village and Sunnyvale, CA
facilities. 
 If you have any questions, please feel free to contact me directly. 

Sincerely, 
  

	
	 /s/ Young Sohn

	Young Sohn
	CEO, Inphi Corporation

 I acknowledge the above
clarification to my offer letter dated December 10, 2007. 
  

							
	 Dated: June 7, 2010
	 		 		 	 /s/ John Edmunds

		 		 		 	Signature

  

					
	lnphi Corporation 2393 Townsgate Road, #101 Westlake Village, CA (v) 805.446.5100 (f) 805.446.5191