(as described in Rule 14a-11 promulgated under the 1934 Act) or other actual or threatened solicitation of proxies orconsents by or on behalf of a Person other than the Board (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest;  (iv)  The sale, transfer or other disposition of all or substantially all of the assets of the Company, unless the Company’sstockholders immediately prior to such sale, transfer or other disposition hold (by virtue of securities received in exchange for their shares in the Company) securities of the purchaser or other transferee representing more than fifty percent (50%)of the total voting power of such entity immediately after such transaction; or  (v)  Any reverse merger in which the Company is the surviving entity but in which the Company’s stockholders immediately prior to such merger do not hold (by virtue of their shares in the Company held immediately priorto such transaction) securities of the Company representing more than fifty percent (50%) of the total voting power of the Company immediately after such transaction.  (b)  *Cause*.    For purposes of this Agreement only, the Company shall have “Cause” to immediately terminatethe Executive’s employment hereunder if (i) Executive engages in fraud or embezzlement against the Company and/or its subsidiaries, (ii) Executive misappropriates Company property, proprietary information and/or trade secrets, (iii) Executivedemonstrates material unfitness for service or persistent deficiencies in performance, (iv) Executive engages in misconduct, which misconduct is demonstrably and materially injurious to the Company and/or its subsidiaries; (v) Executive refuses tofollow a specific, lawful direction or order of the Company; (vi) Executive breaches any provision of this Agreement or other agreements between Executive and the Company; or (vii) Executive dies or becomes mentally or physically incapacitated andcannot carry out his duties.  (c)  *Voluntary Resignation for GoodReason*.    A voluntary resignation by Executive “Good Reason” shall mean a voluntary resignation by Executive following any one of the following events, provided Executive provides Company with at least two (2)weeks notice of such termination, and provides such notice no later than thirty (30) days following any one of the following events: (i) a material change in Executive’s position, title, duties, or responsibilities, without Employee’sconsent, which results in a material reduction of Executive’s level of responsibility, the assignment of duties and responsibilities which are materially inconsistent with Executive’s position or responsibilities, or the removal of theExecutive from or failure to reelect the Executive to any of such positions, except in connection with the termination of employment for Cause; (ii) a reduction by the Company in the Executive’s annual salary then in effect, withoutExecutive’s consent, other than a reduction similar in percentage to a reduction generally applicable to similarly situated employees of the Company; (iii) a material reduction without the Executive’s consent in the kind or level ofbenefits provided to Executive under any benefit plan of the Company in which the Executive is participating or deprive the Executive of any material fringe benefit enjoyed by the Executive, except those changes generally affecting similarlysituated employees of the Company. 2 
 (d)  *ClosingDate*.    “Closing Date” shall mean the date of the first closing of any transactions constituting a Change of Control.  (e)  *Termination Date*.    “Termination Date” shall mean the date the Executive’s employment isterminated by the Company other than for Cause or is terminated by the Executive for Good Reason.  (f)  *Company*.    “Company” shall mean Pericom Semiconductor Corporation and its successors or assigns (including without limitation, any entity, entities or persons acquiring control ofthe Company through a Change of Control).  2.  *Continuation of Salary and Benefits; Vesting of EquityIncentives*.    If, during the twelve (12) month period following the Closing Date of a Change of Control, the Company shall terminate the Executive’s employment other than for Cause or the Executive shall voluntarilyresign from employment for Good Reason, then in such event:  (a)  *Continuation ofSalary*.    The Company shall continue to pay the Executive’s base salary in effect as of the Termination Date for a period of twelve (12) months after the Termination Date (“Salary Continuation Period”). Suchsalary shall be paid to the Executive in accordance with the Company’s regular payroll practices then currently in effect;  (b)  *Bonus*.    In addition to the salary continuation set forth in Section 2(a) above, the Company shall pay the Executive a bonus according to the followingformula:  (i)  If the Termination Date occurs after the Executive’s bonus for thelast completed fiscal year has been determined by the Compensation Committee of the Board of Directors (the “Compensation Committee”) and paid to the Executive, then the Executive shall receive a bonus in the amount of no less than: X1 + X1(Y/365)  (ii)  If the Termination Date occurs before the Executive’s bonus for the last completed fiscal year hasbeen determined by the Compensation Committee and paid to the Executive, then the Executive shall receive a bonus in the amount of no less than:  2(X2) + X2(Y/365)  where:  “X1” = the bonus amount paid to the Executive for the last completed fiscal year;  “X2” = the bonus amount paid to the Executive for the fiscal year prior to the last completed fiscal year; and  “Y” = the number of days in the current fiscal year prior to and including the Termination date. 3 
 The bonus shall be paid in equal monthly payments over a periodof twelve (12) months after the Termination Date. Such amount shall be payable to the Executive regardless of the Company’s financial performance, and shall not be conditioned on the Company’s continued satisfaction of any goals orcriteria required by any compensation plan;  (c)  *Medical and DentalBenefits*.    During the Salary Continuation Period, the Company shall either, at its discretion: (i) continue the Executive’s medical and dental benefits as such benefits are generally offered to the Company’semployees as of the Termination Date, or (ii) reimburse the Executive for COBRA payments made by the Executive to maintain his medical and dental benefits, as applicable under the Company’s insurance policies;  (d)*  Life Insurance*.    During the Salary Continuation Period, the Company shallcontinue payment of the Executive’s life insurance premiums, if applicable.  (e)*  Stock Options, Performances Shares or Units and Restricted Shares or Units*.    Any outstanding stock option, performance share or unit, or restricted share or unit shall vest as to thatnumber of shares or other units that would have been vested on the **various** anniversary dates of the Termination Date and become exercisable or, with respect to such performance share or unit or restricted share or unit, be released fromrestrictions on transfer and repurchase rights, immediately prior to the Termination Date; (see addendum relating to vesting and length of service) and  (f)*  Extension of Stock Option Exercise Term*.    All vested stock options held by the Executive as of the TerminationDate shall expire **six (6) months** after the Termination Date. **Note: Exercising ISO stock options later than three months after the Executive’s termination date is a disqualifying event for ISO purposes and will turn the ISO into anon-qualifying stock option.** (g)  *Noncompetition andNonsolicitation*.    Executive acknowledges and agrees that during his employment with the Company he has had access to the Company’s confidential and proprietary information and the activities forbidden by thissubsection would necessarily involve the improper use and disclosure of such information. To forestall this use or disclosure, Executive agrees that during the Salary Continuation Period he shall not, directly or indirectly: (i) engage in (whetheras an employee, consultant, proprietor, partner, director or otherwise) or have any ownership interest in, or participate in the financing operation, management, control of, any person, firm, corporation or business that engages in any businessactivity that is competitive with the Company (or of any Affiliated Company), provided, however, that nothing contained in this Section 2(g)(1) shall be construed to prohibit Executive from purchasing and owning (directly or indirectly) up to onepercent (1%) of the capital stock or other securities of any corporation or other entity whose stock or securities are traded on any national or regional securities exchange or the national over-the-counter market and such ownership shall notconstitute a violation of this Section 1(e)(1); (ii) divert or attempt to divert from the Company (or any Affiliated Company) any business of any kind in which it is engaged, including, without limitation, the solicitation of or interference withany of its suppliers or customers; (iii) solicit, hire, recruit, or employ any person or entity who is employed by or has a contractual relationship with the Company, or encourage any person or entity who is employed by or has a contractualrelationship with the Company to 4 
terminate their employment or contractual relationship with the Company. Executive understands and agrees his receipt ofthe benefits described in paragraphs 2(a)-(f) above is contingent upon his continued adherence to the restrictions set forth in this paragraph 2(g) during the Salary Continuation Period.  3.  *No Employment Agreement, Employment at Will*.    Executive and the Company each acknowledge and agree that: (i) this Agreement doesnot provide for the terms and conditions of Executive’s employment with the Company prior to any Change of Control and does not require or obligate Executive to provide services to the Company or the Company to continue to employ Executive; and(ii) Executive’s employment with the Company is and remains an employment relationship terminable at will and without advance notice by either Executive or the Company.  4.  *Release of the Company and Its Affiliates*.    Executive’s receipt of the benefits described in paragraphs 2(a)-(f) above shallbe contingent upon Executive executing a general release of claims in a commercially customary form prescribed by the Company, which releases and discharges the Company and any past, present or future agents, attorneys, directors, officers,stockholders, employees, affiliates, predecessors and successors of the Company, of and from any and all claims and demands of every kind and nature, in law, equity or otherwise, known or unknown, disclosed or undisclosed, and a covenant not to sueor prosecute any legal action or proceeding based upon such claims.  5.  *ExclusiveRemedy*.    Executive’s right to salary continuation and other severance benefits pursuant to paragraphs 2(a)-(f) above shall be Executive’s sole and exclusive remedy for any termination of Executive’semployment by the Company other than for Cause or by Executive for Good Reason following a Change of Control. The payments, severance benefits and severance protections provided to Executive pursuant to this Agreement are provided in lieu of anyseverance payments, severance benefits and severance protections provided in any other plan or policy of the Company, except as may be expressly provided in writing under the terms of any plan or policy of the Company, or in a written agreementbetween the Company and Executive entered into after the date of this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any benefit, bonus, incentive orother plan or program provided by the Company (except for any severance or termination policies, plans, programs or practices) and for which Executive may qualify, nor shall anything herein limit or reduce such rights as Executive may have under anyother agreements with the Company (except for any severance or termination agreement). Amounts which are vested benefits or which Executive is otherwise entitled to receive under any plan or program of the Company shall be payable in accordance withsuch plan or program, except as explicitly modified by this Agreement.  6.  *ExciseTax*.    Notwithstanding anything contained in this Agreement to the contrary, to the extent that any payment or benefit (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the“Code”)) to Executive or for Executive’s benefit, paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, Executive’s employment with the Companyor a Change in Control (a “Payment” or “Payments”), would be subject to the excise tax imposed under Code Section 4999, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax,together with any such interest and penalties, are hereinafter collectively referred 5 
to as the “Excise Tax”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to bemade or benefit to be provided to Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a differentorder to the Company to effectuate the Limited Payment Amount, the Company shall reduce or eliminate the Payments by (i) first reducing or eliminating those payments or benefits which are ****payable in cash and (ii) then reducing or eliminating**non-cash** payments, in each case in reverse order beginning with payments or benefits which are to be paid the furthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentenceshall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation.  (a)  An initial determination as to whether the Payments shall be reduced to the Limited Payment Amount and the amount of such Limited PaymentAmount shall be made, at the Company’s expense, by the accounting firm that is the Company’s independent accounting firm as of the date of the Change in Control (the “Accounting Firm”). The Accounting Firm shall provide itsdetermination (the “Determination”), together with detailed supporting calculations and documentation, to the Company and Executive within five (5) days after the Termination Date, if applicable, or such other time as requested by theCompany or by Executive (provided Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and, if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to a Payment or Payments, itshall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. Within ten (10) days after the delivery of the Determination to Executive, Executive shallhave the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and Executive, subject to the application of Section 6(b) below.  (b)  As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it ispossible that the Payments to be made to, or provided for the benefit of, Executive will be either greater (an “Excess Payment”) or less (an “Underpayment”) than the amounts provided for by the limitations contained in Section 6. (i)  If it is established, pursuant to a final determination of a court or an InternalRevenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to Executive made on the date Executivereceived the Excess Payment, which loan Executive must repay to the Company together with interest at the applicable federal rate under Code Section 7872(f)(2); *provided*, that no loan shall be deemed to have been made and no amount will bepayable by Executive to the Company unless, and only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section4999.  (ii)  In the event that it is determined (i) by the Accounting Firm, the Company(which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to Executive’s satisfactionof the Dispute, that an 6 
Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to Executive within ten (10) daysafter such determination or resolution, together with interest on such amount at the applicable federal rate under Code Section 7872(f)(2) from the date such amount would have been paid to Executive until the date of payment.  7.  *Notices*.    All notices or other communications required or permitted hereunder shallbe made in writing and shall be deemed to have been duly given if delivered by hand, by facsimile or mailed, postage prepaid, by certified or registered mail, return receipt requested, and addressed to the Company at:  Pericom Semiconductor Corporation 2380 Bering Drive San Jose, CA 95131 Attention: Chief Executive Officer  or to theExecutive at:                                                                                                                                                                                                                                         Notice of change of address shall be effective only when done in accordance with this Section. 7 
 8.  *Arbitration*.    The parties hereby agreethat any dispute, claim or controversy arising out of, relating to or in connection with this Agreement (“Arbitrable Claims”) shall be determined exclusively by and through final and binding arbitration in Santa Clara County, California,each party hereto expressly and conclusively waiving its right to proceed to a judicial determination with respect to the merits of such arbitrable matters. Such arbitration shall be conducted in accordance with the American Arbitration AssociationNational Rules for Resolution of Employment Disputes then in effect before a neutral and impartial arbitrator who shall be selected by mutual agreement of the parties. The arbitrator shall prepare a written decision containing the essential findingsand conclusions on which the award is based so as to ensure meaningful judicial review of the decision. The arbitrator shall apply the same substantive law, with the same statutes of limitations and same remedies, that would apply if the claims werebrought in a court of law. This Agreement shall be governed by the California Arbitration Act and the arbitrator, in ruling on procedural and substantive issues raised in the arbitration itself, shall apply the substantive law of the State ofCalifornia. Either party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, neither party shall initiate or prosecute any lawsuit in any way related to any Arbitrable Claim.Notwithstanding the foregoing, the parties shall have the right to obtain provisional remedies or interim relief from a court of competent jurisdiction for any claim or controversy arising out of or related to violations of Section 2(g) of thisAgreement. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS.  9.  *Successors*.    This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. Neitherthis Agreement nor any right or interest hereunder shall be assignable or transferable by Executive or Executive’s beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement shall inure tothe benefit of and be enforceable by Executive’s legal personal representative.  10.  *GoverningLaw*.    The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California.  11.  *Entire Agreement*.    This Agreement represents the entire Agreement and understanding between the Company and the Executive concerning the Executive’stermination of employment with the Company after a Change in Control. This Agreement supersedes any prior agreement or understanding of the parties with respect to the subject matter hereof.  12.  *No Oral Modification*.    This Agreement may only be amended in a writing signed by the Executive and the Company.  13.  *Severability*.    If any provision of this Agreement of the application thereof to anyperson, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or voice, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain infull force and effect. 8 
 14.  *Counterparts*.    This Agreement may beexecuted in counterparts, and each counterpart shall have the same force and effect as the original and shall constitute an effective, binding agreement on the part of each of the undersigned.  15.  *Attorneys’ Fees*.    If any legal action, arbitration or other proceeding is brought to interpret or enforce the terms ofthis Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and any other costs incurred in that proceeding, in addition to any other relief to which it is entitled. 9 
 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as ofthe date first above written.  PERICOM SEMICONDUCTOR CORPORATION,a California corporation     EXECUTIVE:By:        [Signature]      Title:        [Print Name]       Addendum—Vesting Acceleration  If during the 12 (twelve) months following a change in control, the Company shall terminate the Executives employment for otherthan Cause or the Executive shall voluntarily resign from employment for Good Reason, than options granted shall be accelerated as follows:  Up to two years of employment—one full year of acceleration Over two years but lessthan four years—two full years of acceleration Over four years—all options are accelerated 10