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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A(Amendment No. 1)

(Mark One)

| | ☒                                             |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
      EXCHANGE ACT OF 1934    
| | --------------------------------------------- |  | --------------------------------------------------------------------------------------------------
| |                                              
| | FOR THE FISCAL YEAR ENDED JUNE 27,
      2015
| |                                              
| | OR                                           
| |                                              
| | **☐**                                         |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      AND EXCHANGE ACT OF 1934
| |                                               |  | **FOR THE TRANSITION PERIOD FROM
      ___________ to ___________**                               

Commission File Number
0-27026

Pericom Semiconductor
Corporation

(Exact Name of Registrant as
Specified in Its Charter)

|California                               | 77-0254621         
|---------------------------------------- | -------------------
|(State or Other Jurisdiction of          | (I.R.S. Employer   
|Incorporation or Organization)           | Identification No.)
|                                        
|1545
      Barber Lane                   | 95035              
|Milpitas, California                     | (Zip
      Code)   
|(Address of Principal Executive Offices) |                    

Registrants Telephone
Number, Including Area Code: (408) 232-9100

Securities registered
pursuant to Section 12(b) of the Act:

|Title of Each Class | Name of Exchange on Which Registered
|------------------- | ------------------------------------
|Common Stock        | The
      NASDAQ Stock Market LLC   

Securities registered
pursuant to Section 12(g) of the Act: None

Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes **☐**No **☒**

Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act. Yes **☐**No **☒**

Indicate by check mark
whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes **☒**No **☐**

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Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes **☒**No **☐**

Indicate by check mark if
disclosures of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K  **☐**

Indicate by check mark
whether the Registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule
12b-2 of the Exchange Act. (check one):

|Large Accelerated
      Filer  **☐** |  | Accelerated
      Filer  **☒** |  | Non Accelerated
      Filer  **☐** |  | Smaller Reporting
      Company  **☐** | 
|------------------------------------ |  | ------------------------------ |  | ---------------------------------- |  | -------------------------------------- | 

Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes **☐**No **☒**

The aggregate market value
of voting stock held by non-affiliates of the Registrant, based on the closing
price of the common stock on December 31, 2014 as reported by the NASDAQ Stock
Market was approximately $266,813,000. Shares of common stock held by each
officer and director have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

As of August 28, 2015 the
Registrant had outstanding 21,856,000 shares of common stock.

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Explanatory Note

Pericom Semiconductor
Corporation (the Company, Pericom, we, us or our) is filing this
Amendment No. 1 on Form 10-K/A (this Amendment) to amend our Annual Report on
Form 10-K for the year ended June 27, 2015, originally filed with the Securities
and Exchange Commission (the SEC) on September 1, 2015 (the Original
Filing), to include the information required by Items 10 through 14 of Part III
of Form 10-K. This information was previously omitted from the Original Filing
in reliance on General Instruction G(3) to Form 10-K, which permits the
information in the above referenced items to be incorporated in the Form 10-K by
reference from our definitive proxy statement if such statement is filed no
later than 120 days after our fiscal year-end. We are filing this Amendment to
include Part III information in our Form 10-K because a definitive proxy
statement containing such information will not be filed by within 120 days after
the end of the fiscal year covered by the Form 10-K. The reference on the cover
of the Original Filing to the incorporation by reference to portions of our
definitive proxy statement into Part III of the Original Filing is hereby
deleted. On September 3, 2015, we announced that we have entered into an
Agreement and Plan of Merger that provides for us to be acquired by Diodes
Incorporated. Reference is made to our Form 8-K filed with the SEC on September
3, 2015, to which the merger agreement is attached, and to our Preliminary Proxy
Statement filed with the SEC on September 17, 2015, which describes the merger
and a special meeting for shareholder approval of the transaction.

In accordance with Rule
12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange
Act), Part III, Items 10 through 14 of the Original Filing are hereby amended
and restated in their entirety, and Part IV, Item 15 of the Original Filing is
hereby amended and restated in its entirety, with the only changes being the
addition of Exhibits 31.3 and 31.4 filed herewith and related footnotes. This
Amendment No. 1 does not amend or otherwise update any other information in the
Original Filing. Accordingly, this Amendment should be read in conjunction with
the Original Filing and with our filings with the SEC subsequent to the Original
Filing.

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PERICOM SEMICONDUCTOR
CORPORATIONForm 10-K/A
(Amendment No. 1) for the Year Ended June 27, 2015INDEX

|         |          |  |                                                                                                      |  | PAGE
|-------- | -------- |  | ---------------------------------------------------------------------------------------------------- |  | ----
|PART III |          |  |                                                                                                      | 
|         | Item 10: |  | Directors, Executive Officers and Corporate Governance                                               |  | 5   
|         | Item 11: |  | Executive Compensation                                                                               |  | 11  
|         | Item 12: |  | Security Ownership of Certain Beneficial Owners and Management and
      Related Shareholder Matters |  | 25  
|         | Item 13: |  | Certain Relationships and Related
      Transactions, and Director Independence                      |  | 27  
|         | Item 14: |  | Principal Accountant Fees and Services                                                               |  | 27  
|         |         
|PART IV  |          |  |                                                                                                      | 
|         | Item 15: |  | Exhibits and Financial Statement Schedules                                                           |  | 28  
|         |          |  | Signatures                                                                                           |  | 31  

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PART III

ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive
Officers

The following table sets
forth certain information concerning the executive officers and directors of the
Company and their respective ages as of October 9, 2015:

|Name                                       |  | Age |  | Position                                                                           
|------------------------------------------ |  | --- |  | -----------------------------------------------------------------------------------
|Alex
      Chiming Hui                     |  | 58  |  | Chief
      Executive Officer, President and Chairman of the Board of
    Directors
|Chi-Hung (John) Hui,
      Ph.D.           |  | 60  |  | Senior Vice
      President, Research and Development and Director                 
|Kevin
      S. Bauer                       |  | 55  |  | Senior Vice President, Finance, and Chief Financial
    Officer                    
|Angela Chen                                |  | 57  |  | Senior Vice
      President, Finance Asia                                          
|John
      C. East(1),(3)                  |  | 70  |  | Director                                                                           
|Hau L. Lee, Ph.D.
      (1),(3)            |  | 62  |  | Director                                                                           
|Michael J. Sophie (1),(2),(3)              |  | 58  |  | Director                                                                           
|Siu-Weng Simon Wong,
      Ph.D.
      (2) |  | 61  |  | Director                                                                           



|(1) |  | Member of Audit
      Committee.                              
|--- |  | --------------------------------------------------------------
|   
|(2) |  | Member of Nominating
      and Corporate Governance Committee.
|   
|(3) |  | Member of
      Compensation Committee.                       

Set forth below is
      biographical information concerning the Companys directors and executive
      officers.

Mr. Alex Chiming
Huihas been Chief Executive
Officer, President and a director of the Company since its inception in June
1990, and was elected Chairman of the Board of Directors of the Company in July
1999.

Mr. Hui is also the Chief
Executive Officer of several of the Companys wholly-owned subsidiaries,
including PSE Technology Corporation, Pericom Asia Limited, PSE Technology
(Shandong) Corporation and Pericom Technology (Yangzhou) Corporation. He serves
as a director of two other wholly-owned subsidiaries, Pericom Global Limited and
Pericom International Limited. From August 1982 to May 1990, Mr. Hui was
employed by LSI Logic Corporation, most recently as its Director of Advanced
Development. From August 1980 to July 1982, Mr. Hui was a member of the
technical staff of Hewlett Packard Company. Mr. Hui holds a B.S.E.E. from the
Massachusetts Institute of Technology and an M.S.E.E. from the University of
California at Los Angeles.

The Board of Directors has
concluded that Mr. Hui should serve as Chairman of the Board of Directors of the
Company because of his 25 years working as Chief Executive Officer, 35 years of
high tech experience and his educational background.

Dr. Chi-Hung (John)
Huiis currently Senior Vice
President, Research and Development, a member of the Board of Directors, and
Corporate Secretary of the Company. Prior to November 2005, he served as the
Companys Vice President, Technology. He has been a director of the Company
since its inception in June 1990. Dr. Hui also serves on the Board of Directors
of several of the Companys wholly-owned subsidiaries, including PSE Technology
Corporation, Pericom Global Limited, Pericom International Limited and Pericom
Semiconductor (HK) Limited. From August 1987 to June 1990, Dr. Hui was employed
by Integrated Device Technology, most recently as Manager of its Research and
Development Department. From August 1983 to August 1987, Dr. Hui was a member of
the technical staff of Hewlett Packard Company. Dr. Hui holds a B.S.E.E. from
Cornell University and an M.S.E.E. and a Ph.D. in Electrical Engineering from
the University of California at Berkeley.

The Board of Directors has
concluded that Dr. Hui should serve as a director of the Company because of his
34 years of experience in the semiconductor industry covering R&D, product
development, supply chain management, and intellectual property. Dr. Hui has
served as a senior executive at Pericom for 25 years and is familiar with the
companys strategy, direction and operation. He has served as Board Secretary of
the Company for almost 25 years and is experienced with the boards operation.

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Mr. John C.
Eastwas appointed as a director
in April 2013. Mr. East retired from Actel Corporation, a public company, in
November 2010 in conjunction with the transaction in which Actel was purchased
by Microsemi Corporation. He had served as the CEO of Actel for 22 years at the
time of his retirement. Previously, he was a senior vice president of
AMD, where he was responsible for the Logic Products Group. Prior to that, Mr.
East held various engineering, marketing, and management positions at Raytheon
Semiconductor and Fairchild Semiconductor. In the past he has served on the
boards of directors of Adaptec and Zehntel (both public companies), and MCC and
Single Chip Systems (both private companies). Since 2006 he has served on the
board of directors of Alacritech, a private high-tech company involved in the
data storage market, and in September 2014 he was appointed to the board of
Atrenta, a private company that develops design tools to be used by integrated
circuit designers. In July 2015, Atrenta was sold to Synopsis. He holds a BS in
Electrical Engineering and an MBA from the University of California, Berkeley.

The Board of Directors has
concluded that Mr. East should serve as a director of the Company because of his
long experience as CEO of a public company, his work in and knowledge of the
semiconductor industry, and his experience in serving as a director for two
public and three private companies.

Dr. Hau L.
Leehas been a director since
July 1999. From February 1997 through June 2002, Dr. Lee was the Kleiner
Perkins, Mayfield, Sequoia Capital Professor in the Department of Industrial
Engineering and Engineering Management at Stanford University, and from July
2002 through the present has been the Thoma Professor of Operations, Information
and Technology Management at the Graduate School of Business at Stanford
University. He is the founding and current director of the Stanford Global
Supply Chain Management Forum, and has consulted extensively for companies such
as Hewlett Packard, Cisco, Nokia, IBM, Xilinx Corporation, Motorola and
Accenture. In 2010, he was elected to the National Academy of Engineering. Dr.
Lee is a graduate of the University of Hong Kong and earned his M.S. in
Operational Research from the London School of Economics and his M.S. and Ph.D.
degrees in Operations Research from the Wharton School at the University of
Pennsylvania.

From 2000 to 2002, Dr. Lee
was on the board of Manugistics, a public NASDAQ company of supply chain
planning software systems. From 2004 to 2010, Dr. Lee was on the board of
Integrated Distribution Services Group Limited (IDS), a public distribution
and logistics services company based in Hong Kong, where he was a member of the
Compensation and Nominating Committees. Dr. Lee was also an Audit Committee
Member for IDS from 2004 to 2008. Dr. Lee has served as a Director for Esquel (a
private company) from 2001 to present. Since 2011, he has been a Director of
1010 Printing, a public printing company based in Hong Kong. Since 2012, he has
been a Director of Synnex, a public company engaged in business process services
based in California, where he is a member of the Audit Committee. He has been
Chairman of the Board of Rapture World Ltd (a private company) since 2010. In
May 2014, Dr. Lee became a director and member of the Audit Committee of
Frontier Services Group, a public company engaged in logistics in Africa, as
well as becoming a director and member of the Audit Committee and Compensation
Committee of Global Brands Group, a public company engaged in apparel goods
distribution in Africa.

The Board of Directors has
concluded that Dr. Lee should serve as a director of the Company because of his
experience in serving as a director for seven public and three private
companies. He has been a professor of business education for 32 years. He has
been published widely on management science and has been an executive level
consultant to many high tech companies. He has co-founded four companies, one of
which has gone public.

Mr. Michael J.
Sophiehas been a director since
August 2008. Mr. Sophie has served as a director of NeoPhotonics Corporation
(NYSE), a maker of photonic integrated circuit products, since November 2006.
Mr. Sophie also served as interim President and Chief Executive Officer of
Proxim Wireless Corporation, a provider of wireless broadband technologies, from
October 2010 to January 2011.

From March 2003 to January
2007, Mr. Sophie served as director and Audit Committee Chair of McData
Corporation (NASDAQ), a provider of storage networking solutions. Mr. Sophie
served as director and Audit Committee Chair of BCD Semiconductor (NASDAQ) from
July 2004 to November 2007. From October 2007 to December 2007, Mr. Sophie
served as director and Audit Committee Chair of Marvell Inc. (NASDAQ), a
provider of storage, communications and consumer silicon solutions. Mr. Sophie
served as a director and Audit Committee Chair of Alchip Technologies (Taiwan
listed) from October 2007 to November 2010.

Mr. Sophie has also served
on the Boards of several private companies including Postini Corp. from October
2004 to August 2007, Atrenta, Inc. from October 2007 to June 2008, Sonics, Inc.
from December 2006 to June 2013, and SkyCross, Inc. from July 2012 to present.

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He was previously employed
at UTStarcom, Inc., a global seller of telecommunications hardware and software
products, serving as Chief Financial Officer from August 1999 through May 2005,
and as Chief Operating Officer from May 2005 through May 2006. Previously, Mr.
Sophie held executive positions at P-Com, Inc., a developer of network access
systems, from September 1993 to August 1999, including serving as Vice President
Finance, Chief Financial Officer and Group President. From 1989 through 1993,
Mr. Sophie was Vice President of Finance at Loral Fairchild Corporation, a unit
of Loral, a defense electronics and communications company. He holds a B.S. from
California State University, Chico and an M.B.A. from the University of Santa
Clara.

On May 1, 2008, the SEC
issued an order in which UTStarcom, its then CEO, and Mr. Sophie, its former
CFO, were ordered to cease and desist from causing or committing violations of
federal securities laws described in the order. These laws require filing
accurate periodic reports with the SEC, making and keeping accurate books and
records, devising and maintaining adequate internal accounting controls, and
accurately providing the officers certification that must accompany a publicly
traded companys periodic reports. The order stated that the two individuals
failed to implement and maintain adequate internal controls and falsely
certified that UTStarcoms financial statements and books and records were
accurate, as more fully set forth in the order. Mr. Sophie also agreed to pay a
civil fine of $75,000. Mr. Sophie consented to the order without admitting or
denying the findings (other than SEC jurisdiction). The order did not prevent
Mr. Sophie from serving as an officer or director of a publicly traded company.

The Board of Directors has
concluded that Mr. Sophie should serve as a director of the Company because he
has over 27 years of comprehensive accounting, finance and operational
experience with expertise in audit issues and audit committee practices,
improving multi-national operating performance, and establishing sources of
financing including public and private placements.

Dr. Siu-Weng Simon
Wong. Dr. Siu-Weng Simon Wong has
been a director since September 2006. In 1988, he joined Stanford University and
is currently a Professor of Electrical Engineering. Dr. Wong is a Fellow of the
IEEE. From 2001 to 2003, Dr. Wong was the CEO of the Hong Kong Applied Science
and Technology Research Institute. In 1998, Dr. Wong was a member of the team
that founded Atheros Communications, a fabless semiconductor company focusing on
WiFi products, which was acquired by Qualcomm in 2011. From 1998 to 2000, he
served as the VP of Manufacturing at Atheros. Dr. Wong is an expert in CMOS
devices and integrated components for RF operations. He received his Ph.D. from
the University of California, Berkeley.

Dr. Wong became a director
of NVoLogic Inc. (private company) in August 2010.

The Board of Directors has
concluded that Dr. Wong should serve as a director of the Company because of his
experience in high tech industries and his education background. He is an expert
in CMOS technology and high speed integrated circuits. In addition to extensive
academic research accomplishments, he has direct experience in managing industry
technology development and product deployment. He has advised technology
companies from start-up to public listing or acquisition.

Mr. Kevin S.
Bauerhas been Senior Vice
President, Finance and Chief Financial Officer since March 2014. He was
previously the Chief Financial Officer of Exar Corporation from June 2009
through December 2012. Prior to that, he was Exars Corporate Controller from
August 2004 to June 2009 and Exars Operations Controller from February 2001 to
August 2004. Previously, Mr. Bauer was Operations Controller at WaferTech LLC (a
joint venture semiconductor fabrication plant of Taiwan Semiconductor
Manufacturing Company Limited, Altera Corporation, Analog Devices, Inc. and
Integrated Silicon Solution, Inc.) from July 1997 to February 2001. Prior to
WaferTech, he was at VLSI Technology for ten years where he held a variety of
increasingly more senior finance roles culminating in his position as Director,
Group Controller-Communications Group. Prior to that he held finance positions
at Memorex and Bank of America. Mr. Bauer has over 27 years of finance
experience in the semiconductor industry and received an MBA from Santa Clara
University and a BS in Business Administration from California Lutheran
University.

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Ms. Angela
Chenhas been Senior Vice
President, Finance Asia since March 2010. From April 2006 to March 2010, Ms.
Chen served as Vice President, Finance and Chief Financial Officer of the
Company. From August 2005 until April 2006, Ms. Chen was VP Finance, Asia for
the Company, overseeing the financial activities of the Companys Asian
operations including Pericom Taiwan Ltd, Saronix-eCERA and Pericom Technology,
Inc. (PTI). Previously, Angela
held the role of CFO and VP of Finance, Administration & IT of PTI,
Pericoms affiliated company in Asia, since May 2002. Prior to joining Pericom
in 2002, Angela was Chief Operating Officer and VP, Finance, Administration
& Operations of Feiya Technology Corporation, a technology company designing
memory controllers and their applications, from 2001 to 2002, and was CFO and
VP, Finance, Administration and IT with terminal manufacturer Wyse Technology
Taiwan Ltd. from 1996 through 2001. Angela received her MBA with a major in
Accounting from National Taiwan University, and her BA with a major in
Accounting from Soochow University in Taiwan.

Board Meetings and
Committees

The Board of Directors of
the Company held five meetings during fiscal year 2015 (FY 2015). During the
last fiscal year, no director attended fewer than 75% of all the meetings of the
Board and its committees on which he served. The Company encourages, but does
not require, its Board members to attend the annual shareholders meeting, and
two directors attended our annual meeting in 2014.

The Board of Directors has
an Audit Committee, a Compensation Committee, and a Nominating and Corporate
Governance Committee. The Board has determined that a majority of the current
Board members, Mr. East, Dr. Lee, Mr. Sophie, and Dr. Wong, is independent as
that term is defined in the listing rules of the NASDAQ Stock Market LLC.

The current members of the
Audit Committee are Mr. East, Dr. Lee and Mr. Sophie, who serves as Chairman.
The Audit Committee held eight meetings during FY 2015. The primary function of
the Audit Committee is to assist the Board of Directors in overseeing
managements conduct of the Companys (1) financial reporting process, including
the financial reports and other financial information provided to the public;
(2) systems of internal controls; and (3) annual independent audit of the
Companys financial statements. See Report of the Audit Committee of the Board
of Directors. The Board adopted and approved a written charter for the Audit
Committee in April 2000 and approved an amended and restated charter in July
2004. The Board has determined that all members of the Audit Committee are
independent as that term is defined in the listing rules of NASDAQ.

The Board of Directors has
further determined that Mr. Sophie qualifies as an audit committee financial
expert, as defined in applicable SEC rules.

The current members of the
Compensation Committee are Mr. East, Mr. Sophie and Dr. Lee, who serves as
Chairman. The Compensation Committee held four meetings during FY 2015. The
Compensation Committee, operating under a written charter, reviews and approves
the compensation and benefits for the Companys executive officers, and
administers the Companys 2014 Stock Award and Incentive Compensation Plan, 2004
Stock Incentive Plan, 2001 Stock Incentive Plan, and 2010 Employee Stock
Purchase Plan. The Board has determined that all members of the Compensation
Committee are independent as that term is defined in the listing rules of
NASDAQ (including the heightened independence requirements for compensation
committee members).

The Nominating and
Corporate Governance Committee met once in FY 2015. The Nominating and Corporate
Governance Committee was formed in October 2001 and operates under a written
charter. The current members of the Nominating and Corporate Governance
Committee are Mr. Sophie and Dr. Wong, who serves as Chairman. The Board has
determined that all members of the Nominating and Corporate Governance Committee
are independent as that term is defined in the listing rules of NASDAQ. The
Nominating and Corporate Governance Committee monitors the size and composition
of the Companys Board of Directors and addresses corporate governance matters.
Prior to the Companys Annual Meeting of Shareholders, the Nominating and
Corporate Governance Committee, pursuant to guidelines designed to highlight the
necessary qualifications, assists the existing Board in selecting the candidates
who will be presented to the Companys shareholders for election to serve the
Company until the next annual meeting.

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The Nominating and
Corporate Governance Committee considers and makes recommendations to the Board
of Directors regarding any shareholder recommendations for candidates to serve
on the Board of Directors. However, it has not adopted a formal process for that
consideration because it believes that the informal consideration process has
been adequate given the historical absence of shareholder proposals. The
Nominating and Corporate Governance Committee will review periodically whether a
more formal policy should be adopted. Shareholders wishing to recommend
candidates for consideration by the Nominating and Corporate Governance
Committee may do so by writing to the Secretary of
the Company at 1545 Barber Lane, Milpitas, California 95035, providing the
candidates name, biographical data and qualifications, a document indicating
the candidates willingness to act if elected, and evidence of the nominating
shareholders ownership of the Companys Common Stock at least 120 days prior to
the anniversary of the date of mailing of the prior years annual proxy
materials, to assure time for meaningful consideration by the Nominating and
Corporate Governance Committee. A notice recommending that the committee
consider a candidate will not be treated as a proposal to bring business before
an annual meeting unless the proponent reasonably indicates the latter intention
and complies with the advance notice provisions of our bylaws referred to below
under Deadline for Receipt of Shareholder Proposals. There are no differences
in the manner in which the Nominating and Corporate Governance Committee
evaluates nominees for director based on whether the nominee is recommended by a
shareholder.

In reviewing potential
candidates for the Board, the Nominating and Corporate Governance Committee
considers the individuals experience in the semiconductor and related
industries, the general business or other experience of the candidate, the needs
of the Company for an additional or replacement director, the personality of the
candidate, the candidates interest in the business of the Company, as well as
numerous other subjective criteria. Of greatest importance is the individuals
integrity, willingness to contribute and ability to bring to the Company
experience and knowledge in areas that are most beneficial to the Company.
Although we do not have a formal diversity policy, the Committee evaluates the
mix of characteristics, skills and experience of the directors, including
diversity of personal background, perspective and experience, and assesses
nominees and potential candidates in the context of the current composition of
the Board and the requirements of the Company. The Board intends to continue to
evaluate candidates for election to the Board on the basis of the foregoing
criteria.

The Board has determined
that all members of the Nominating and Corporate Governance Committee are
independent as that term is defined in the listing rules of NASDAQ.

Access to Corporate
Governance Policies

The Board has adopted
Corporate Governance Guidelines to address the functioning of the Board and its
committees, and to set forth a common set of expectations as to how the Board
should carry out its responsibilities. The primary responsibilities of the Board
are to provide oversight, counseling and direction to the management of the
Company in the interest and for the benefit of the Companys shareholders, and
to oversee the Companys adherence to corporate standards.

The Company has adopted a
Code of Business Conduct and Ethics that applies to, among others, the Companys
principal executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions, which is designed
to qualify as a code of ethics within the meaning of SEC rules. Any amendments
to or waivers from, any provision of the Code of Business Conduct and Ethics
will be promptly disclosed to the public as respectively required by SEC rules
and the NASDAQ listing rules. To the extent permitted by such requirements, the
Company intends to make such public disclosure by posting the relevant material
on its website in accordance with SEC rules.

The Board has adopted Stock
Ownership Guidelines for the CEO and outside directors, as part of the Companys
compensation and governance policies. The Chief Executive Officer is expected to
own and hold Pericom common shares having a value of at least five times the
officers base salary. Individuals serving on the Board of Directors (who are
not also employees of Pericom) are expected to own and hold Pericom common
shares having a value of at least three times the directors base cash annual
retainer fee set from time to time, without counting additional fees payable for
committee positions or committee meeting attendance. Each director is expected
to achieve this ownership level within five years after the adoption date of
April 26, 2012 or the directors election date, whichever is later.

The above documents as well
as charters of the Companys Audit Committee, the Compensation Committee, and
the Nominating and Corporate Governance Committee are available on the Companys
website atwww.pericom.com. Copies of
such documents will also be provided to any shareholder upon written request
directed to Investor Relations, Pericom Semiconductor Corporation, at 1545
Barber Lane, Milpitas, California 95035.

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Communication between
Shareholders and Directors

The Companys Board of
Directors currently does not have a formal process for shareholders to send
communications to the Board of Directors. Nevertheless, every effort has been
made to ensure that the views of shareholders communicated to our Board are
heard by the Board or individual directors, as applicable, and that appropriate
responses are provided to shareholders on a timely basis. The Board of Directors
does not recommend that formal communication procedures be adopted at this time
because it believes that informal communications are sufficient to communicate
questions, comments and observations that could be useful to the Board. However,
shareholders wishing to formally communicate with the Board of Directors may
send communications directly to Alex C. Hui, Chairman of the Board, c/o Pericom
Semiconductor Corporation, 1545 Barber Lane, Milpitas, California 95035.

Relationships among
Directors or Executive Officers

Mr. Hui and Dr. Hui are
brothers.

Board Leadership
Structure and Role in Risk Management

Board Leadership
Structure

Mr. Alex Hui currently
serves as the Chairman of the Board of Directors and Chief Executive Officer of
the Company. The Board of Directors and its Nominating and Corporate Governance
Committee believe that combining the roles of chairman of the board and chief
executive officer is appropriate for the Company. Mr. Hui has served in these
capacities since 1999. Given Mr. Huis experience as a co-founder and President,
Chief Executive Officer and director of Pericom for over 25 years, and Board
Chairman since 1999, the respect which he has earned from employees, business
partners and shareholders, as well as other members of the semiconductor
industry, and his proven leadership skills, the Board of Directors believes the
best interests of the Companys shareholders are met by Mr. Huis continued
service in both capacities. The Board of Directors believes Mr. Huis
fulfillment of both responsibilities encourages clear accountability and
effective decision-making, and provides strong leadership for the Companys
employees and other stakeholders.

Furthermore, the Board of
Directors believes that the authority of the combined Chairman of the Board of
Directors and Chief Executive Officer is appropriately counter-balanced by both
the number of independent directors on the Board and the appointment of a lead
independent director under policies summarized below.

Lead Independent
Director

The Companys independent
directors meet at regularly scheduled executive sessions, without management
present.

The independent directors
of the Board have established the position of lead independent director whose
functions include presiding at all meetings at which the chairman is not
present, including executive sessions of the independent directors; serving as
liaison between the CEO/chairman and the independent directors; reviewing and
approving board meeting agendas and schedules; reviewing and approving board
meeting materials sent to the board; having the authority to call meetings of
the independent directors; communicating and consulting with major shareholders
as requested; and performing such other duties as the Board, or the independent
directors of the Board, may from time to time delegate to him or her.

The lead independent
director is elected by the independent directors and serves for the later of
twelve (12) months or until his or her successor is elected. Dr. Hau Lee was
elected in August 2013 to serve as the current lead independent director and
continues to serve in such capacity.

Risk Management

Our Board of Directors
oversees Pericoms management, which is responsible for the day-to-day issues of
risk management. Such oversight is facilitated in large part by the Audit
Committee, which receives reports from management, the internal audit team and
the Companys independent registered public accounting firm regarding audit
procedures, accounting and financial controls, disclosure controls, financial
risk assessment and risk management. The Audit Committee discusses the Companys
major risk exposures and the steps that have been taken to monitor and control such exposures with management. Furthermore,
the Board and the Nominating and Corporate Governance Committee monitors the
Companys governance and the composition of the Board, and the Compensation
Committee monitors the Companys compensation policies and related risks. In
addition, members of the Companys management may also report directly to the
Board of Directors on significant risk management issues.

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Deadline For Receipt of
Shareholder Proposals

Requirements for
Shareholder Proposals to be Brought Before an Annual Meeting. For any shareholder proposals, including
director nominations, to be considered properly brought before an annual
meeting, the shareholders making the proposals (i) must comply with advance
notice and other procedures and information requirements set forth in our bylaws
and (ii) with respect to proposals to be considered for inclusion in the
Companys proxy materials, must also comply with all applicable requirements of
Rule 14a-8 promulgated under the Exchange Act. Our bylaws, as most recently
amended and restated, are included as an exhibit to our Form 8-K filed with the
SEC on June 27, 2013.

Section 16(A) Beneficial
Ownership Reporting Compliance

Section 16(a) of the
Securities Exchange Act of 1934, as amended, requires our directors and
executive officers, among others, to file with the SEC and NASDAQ an initial
report of ownership of our stock on Form 3 and reports of changes in ownership
on Form 4 or Form 5. Persons subject to Section 16 are required by SEC
regulations to furnish us with copies of all Section 16(a) forms that they file.
As a matter of practice, our administrative staff assists our executive officers
and directors in preparing initial ownership reports and reporting ownership
changes, and typically files these reports on their behalf. Based solely on a
review of the copies of such forms in our possession, and on written
representations from reporting persons, we believe that during FY 2015 all of
our executive officers and directors filed the required reports on a timely
basis under Section 16(a) with the following exception:

|● | John Hui sold shares on March 12, 2015; the
      Form 4 for that sale was not filed until March 17, 2015, one day late.
|- | ------------------------------------------------------------------------------------------------------------------------

ITEM 11. EXECUTIVE
COMPENSATION

COMPENSATION DISCUSSION
AND ANALYSIS

This section discusses our
compensation program in fiscal year 2015 (FY 2015) for Alex Chiming Hui, Chief
Executive Officer (the CEO); Chi-Hung (John) Hui, Senior Vice President,
Research and Development; Kevin Bauer, our Senior Vice President, Finance and
Chief Financial Officer; and Angela Chen, Senior Vice President, Finance Asia
(collectively, the named executive officers).

Overview of Executive
Compensation Program and Objectives

We believe we have a
results-oriented executive compensation program. Our overall target executive
compensation levels are in accordance with market compensation, but actual
payment of the annual performance bonuses requires successful Company and
individual performance. Our executive compensation program is designed to
attract and retain qualified executive officers with strong leadership skills,
commensurate knowledge and appropriate experience, while also considering the
level of responsibility and performance required in each of the executive
positions. In general, executives with the highest level and amount of
responsibility have the lowest percentage of their annual compensation as base
salary and highest percentage of their compensation at risk. In FY 2015, our
executive compensation program consisted of these principal elements: (1) base
salary; (2) a target annual incentive award, (3) long term equity incentive
compensation in the form of stock options and restricted stock units; and (4)
personal benefits. As used in this proxy statement, the term total direct
compensation means the aggregate amount of an executives base salary, target
annual incentive awards, and long-term equity incentive awards based on the
grant-date fair value of such awards as determined under the accounting
principles used in the Companys financial reporting.

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Executive Compensation
Advisory Vote.

We conducted an advisory
vote to approve our executive compensation at our 2014 Annual Meeting of
Shareholders. While this vote was not binding on the Company, we believe it is
important for our shareholders to have an opportunity for an advisory vote on
executive compensation annually as a means to express their views regarding our
executive compensation philosophy, our compensation policies and programs, and
our decisions regarding executive compensation, all as disclosed in our proxy
statements. Our Board of Directors and the Compensation Committee value the
opinions of our shareholders and, to the extent there is any significant vote
against the compensation of our named executive officers, we will consider our
shareholders concerns and the Compensation Committee will evaluate whether any
actions are necessary to address those concerns.

At the 2014 Annual Meeting
of Shareholders, approximately 97% of the votes cast on the executive
compensation advisory vote proposal were in favor of our named executive
officers compensation as disclosed in the Proxy Statement, and as a result, our
named executive officers compensation was approved. The Compensation Committee
reviewed the final vote results and determined that, given the significant level
of support, no changes to our executive compensation policies and decisions were
necessary in light of these results.

Objectives of our
Compensation Program

The primary goal of our
executive compensation program is to create and enhance the long-term value of
shareholders equity. To reach this primary goal, we use various compensation
elements, including base salary, performance based compensation in the form of
common stock, long-term incentive compensation with stock options and restricted
stock units, and an employee stock purchase plan. We have developed our programs
to fulfill several secondary goals to:

|● | attract talent to our executive management
      team;                           
|- | ---------------------------------------------------------------------------------
|● | align our executives objectives with the
      objectives of our shareholders;  
|● | encourage the development of long-term
      corporate financial goals;          
|● | foster fair treatment and respect for all our
      employees;                   
|● | empower our team to perform their functions
      ethically and forthrightly; and
|● | retain our professionals for long-term
      productive careers.                 

We review each executives
compensation elements and the results each executive has obtained on an annual
basis, modifying each package to optimize our teams performance. In particular,
the Compensation Committee (the Committee) of the Board of Directors reviews
the executive officers:

|● | level of responsibilities;                                                                                         
|- | -------------------------------------------------------------------------------------------------------------------
|● | achievement of goals and objectives which were
      established by the CEO for that executive in the prior
  year;
|● | contribution to our financial
    results;                                                                         
|● | introduction of new initiatives to enhance the
      Companys performance; and                                    
|● | demonstrated leadership
  effectiveness.                                                                           

We set overall target
compensation in line with the average compensation level of selected companies
to which we annually compare our executive compensation (as further described
under Elements of Our Compensation Program: Why We Chose Each, How Each Was
Related to Our Objectives and How We Determined the Amounts below). Fifty
percent of target annual incentive awards depends on the successful achievement
of financial performance against specific
performance metrics for the Company and the remaining fifty percent of the
annual incentive award depends on successful achievement of specified individual
performance goals for each executive.

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What Our Compensation
Program is Designed to Reward

Our executive compensation
program is designed primarily to reward the achievement of financial goals using
metrics which we believe are the best indicators of success for our business.
Since we believe that a growing, profitable company creates shareholder value,
the design of our executive compensation program in FY 2015 emphasizes the
achievement of non-GAAP operating income and non-GAAP gross profit targets for
the fiscal year as indicators of profitability and growth.

Company performance
comprises fifty percent of the target annual incentive award. The metrics we
selected are our actual non-GAAP operating income and non-GAAP gross profit for
the fiscal year in comparison to a previously established non-GAAP operating
income and non-GAAP gross profit goals. The remaining fifty percent of the
annual incentive award is based on individual metrics which were tailored to
each executives position and role at the Company. We designed our annual
incentive award program to emphasize shareholder value creation through
improvement in the financial performance of our Company and achievement of
individualized targets relating to the portions of our business that these
executives oversee and manage. Through the use of annual incentive awards and
long-term equity incentive awards, our executive compensation program is also
designed to reward growth in our stock price, which directly benefits our
shareholders and provides strong incentives for the executives to remain
employed with us.

Elements of Our
Compensation Program: Why We Chose Each, How Each Was Related to Our Objectives
and How We Determined the Amounts

In FY 2015, our executive
compensation program consisted of the following four principal elements: (1)
base salary; (2) annual performance incentive awards; (3) long-term incentive
compensation in the form of stock options and restricted stock units; and (4)
personal benefits. The principal elements of our executive compensation program
in FY 2015 are described below.

Base
Salary.Base salary represents the single, fixed
component of the four principal elements of our executive compensation program
and is intended to provide a baseline, minimum amount of annual compensation for
our executives.

Our Chief Executive Officer
(the CEO) reviews the compensation of each of the other executive officers
each year, applying various measurement scores to each officers achievement of
certain performance goals which were set for the prior year. The CEO presents
the results of the measurements, along with his current compensation
recommendations, to the Compensation Committee of the Board of Directors,
comprised of independent directors, annually. The Committee reviews each
executives performance, as measured and reported by the CEO, reviews the
overall Companys performance as related to the goals set by the Board of
Directors and either grants or amends the CEOs recommendations, based on the
Committee members judgment of the facts and circumstances.

The Committee uses a
variety of tools to assist it in determining appropriate executive officer
compensation and the components of that compensation, including, but not limited
to, our performance, the executives performance, independent surveys, and
comparisons to public records of similarly sized industry peers. The Committee
also previously engaged the service of Compensia, a professional company
specializing in executive compensation, to review the company executives
compensation in light of benchmarks and trends. In that review, the companies
used as benchmarks in the Compensia analysis were:

| | Ambarella                | Applied Micro Circuits     | DSP
      Group                
| | ------------------------ | -------------------------- | -------------------------------
| | Exar
      Corporation   | Inphi Corporation          | Integrated Silicon Silution Inc
| | Lattice Semiconductor    | MaxLinear                  | Micrel                         
| | Monolithic Power Systems | PLX
      Technology, Inc. | Sigma Designs                  

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The Compensation Committee
of the Board of Directors, comprised of independent outside directors, has all
of the Boards outside directors review the CEOs performance to determine his
annual compensation. This is done following criteria similar to those used to
determine the compensation for our other executive officers. The Compensation
Committee used the analysis and the recommendations from Compensia to determine
executive compensation in base salary, incentive awards and long-term equity
awards. Compensias analysis of benchmarking companies previously showed that
Pericoms compensation varied between the 25th and 75th percentiles of our
benchmarks. The variation generally reflects the differing scopes of
responsibility of the Companys executives relative to those of the
benchmarks.

Compensia has not provided
any services to Pericom other than to the Compensation Committee with respect to
executive and board compensation matters, reports directly to the Compensation
Committee and not to management, and is independent from Pericom. The
Compensation Committee has assessed the independence of Compensia pursuant to,
and taking into account factors listed in, applicable SEC rules and concluded
that the work of Compensia has not raised any conflict of interest.

Annual Incentive
Award.Our annual incentive award plan is formula-based
and seeks to motivate our senior executives by rewarding them when our annual
financial performance goals are met or exceeded and on the executive officers
contribution to the Companys achievement of specific performance goals which we
measure and monitor on an annual basis.

Beginning in fiscal year
2015, each executives award under the annual incentive plan was denominated in
and would be payable in shares of the Companys common stock, subject to
achievement of the performance goals described below. In approving the annual
incentive plan, the Compensation Committee believed that this structure would
help to further align executives interests with stockholder interests in two
ways. First, the payment of incentives to participants in the plan is tied to
the Companys achievement of specific operating goals as well as value-add
individual objectives as established for that particular fiscal year. Second,
the value of any incentives ultimately paid to participants will depend on the
value of the Companys common stock at the end of the fiscal year when the
incentives are paid.

Approximately 30% of the
aggregate of the total direct compensation for all named executive officers for
FY 2015 was in the form of annual incentive awards. The Companys financial
performance goals for FY 2015 were tied to the achievement of certain levels of
non-GAAP gross profit and non-GAAP operating income. The Companys non-financial
performance goals were assigned to individual executive officers and related to
each officers function in the Company. These non-financial goals included such
things as attaining a certain market-share, industry leadership, product
innovation and development, operational efficiency and excellence, cost
containment, development of new markets, increases in sales to existing
customers, process improvement, retention of staff, meeting deadlines,
improvement in customer satisfaction and reducing waste.

Corporate Financial
Performance Goals

The Committee determined
the financial performance goal for the Company for FY 2015 would be to achieve
non-GAAP operating income of $14 million and non-GAAP gross profit of $58.4
million for the fiscal year. For purposes of this goal, non-GAAP operating
income and non-GAAP gross profit are defined as the Companys consolidated
operating income and gross profit determined in accordance with U.S. generally
accepted accounting principles (GAAP) excluding the income statement effects
of share-based compensation, amortization of intangible assets, amortization of
fair value adjustments on acquired fixed assets, write off of equipment,
restructuring charges and such other items as the Compensation Committee may
determine in its sole discretion. The Companys actual result was non-GAAP
operating income of $17.1 million, or 122% of target and non-GAAP gross profit
of $60.1 million, or 103% of target.

Each executive officers
target incentive award is adjusted (Adjusted Target Incentive Award) based on
twice the percentage difference of the Companys actual financial performance to
its target non-GAAP operating income goal. The Adjusted Target Incentive Award
ranges from 0% (if below 50% of target goal) up to 200% (if higher than 150% of
target goal) of each executive officers target incentive award. For FY 2015,
the Company achieved 122% of its operating income target and therefore, each
executives Adjusted Target Incentive Award was 144% of their target incentive
award.One-half of each executive officers incentive
award payment is based on corporate financial performance, and is calculated
based on multiplying the officers Adjusted Target Incentive Award by the percentage achievement of the Companys actual
performance to its target non-GAAP gross profit goal. The Company achieved 103%
of its non-GAAP gross profit target for FY 2015, and if, for example, an
executive officers target incentive award was 10,000 shares, then the officer
would have received 144% x 103% x 10,000 x 1/2 or 7,416 shares for the Companys
financial performance portion of his bonus.

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Corporate Non-Financial
Performance Goals

The remaining one-half of
each executive officers incentive award was determined based on such executive
officers individual performance, and the Adjusted Target Incentive Award.
Continuing the illustration in the previous paragraph, with the executive
officer achieving 80% of his or her individual goals, the officer would receive
80% x 144% x 10,000 x 1/2 or 5,760 shares for the non-financial performance
portion of the bonus plan.

The Compensation Committee
believes that this incentive award plan is fair and equitable, rewarding strong
performance while penalizing poor performance even in situations where the
Company does well.

The Committee determined a
minimum level of individual performance which each executive officer had to
obtain before he or she could be eligible for any part of his or her incentive
award. If an individual executive officer did not reach at least the sixtieth
percentile of achievement in his or her personal performance measurement in FY
2015, that officer would not be eligible for any part of the incentive award. We
believe the most important factors against which we measure each executive
officers performance were delivery of the Companys performance in comparison
to plan and secondarily the individuals performance in comparison to individual
objectives and goals.

The following table lists
the specific corporate non-financial performance goals that were approved for
each of our executive officers for FY 2015.

|Named Executive
    Officer |  | Individual Performance Goals Set
      for FY 2015                                                                                                                                                                                                                                                                                               
|--------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Alex Chiming Hui            |  | Gross margin increase targets, revenue increase
      targets, targeted range of control of operating expenses, improved
      marketing efforts on outbound marketing and product merchandising,
      targeted change of segment revenue mix, increase revenue contribution from
      targeted channels, and other management plan development
|                            |  |                                                                                                                                                                                                                                                                                                                                                  
|Chi-Hung (John) Hui         |  | Achieve key engineering
      execution measures and engineering quality improvements                                                                                                                                                                                                                                                            
|                            |  |                                                                                                                                                                                                                                                                                                                                                  
|                            |  | Key product development and
      technology advancement for IC products and FCP                                                                                                                                                                                                                                                                 
|                            |  |                                                                                                                                                                                                                                                                                                                                                  
|                            |  | Achieve key goals for
      application engineering                                                                                                                                                                                                                                                                                              
|                            |  |                                                                                                                                                                                                                                                                                                                                                  
|                            |  | Drive key product line
      3-year revenue plan and improve R&D expense to revenue ratio over the
      next 3 years                                                                                                                                                                                                                            
|                            |  |                                                                                                                                                                                                                                                                                                                                                  
|Angela Chen                 |  | Achieve margin improvement and expense
      reduction in FCP                                                                                                                                                                                                                                                                                    
|                            |  |                                                                                                                                                                                                                                                                                                                                                  
|                            |  | Accurate and timely financial reporting at
      Asian subsidiaries                                                                                                                                                                                                                                                                              
|                            |  |                                                                                                                                                                                                                                                                                                                                                  
|                            |  | Improve overall effective tax rate for Asian
      operations and implement FCP strategic plan                                                                                                                                                                                                                                                   
|                            |  |                                                                                                                                                                                                                                                                                                                                                  
|                            |  | Increase other income through cash investments
      and currency arrangements                                                                                                                                                                                                                                                                   
|                            |  |                                                                                                                                                                                                                                                                                                                                                  
|Kevin Bauer                 |  | Accurate and timely
      financial reporting                                                                                                                                                                                                                                                                                                    
|                            |  |                                                                                                                                                                                                                                                                                                                                                  
|                            |  | Achieve margin improvement
      and expense reduction in PSC                                                                                                                                                                                                                                                                                    
|                            |  |                                                                                                                                                                                                                                                                                                                                                  
|                            |  | Conduct Phase II tax study
      for further optimization benefits                                                                                                                                                                                                                                                                               
|                            |  |                                                                                                                                                                                                                                                                                                                                                  
|                            |  | Select and implement a
      financial reporting and forecast system and enhance the New Product
      Proposal process                                                                                                                                                                                                                          
|                            |  |                                                                                                                                                                                                                                                                                                                                                  
|                            |  | Enhance investor outreach
      and develop a returns to shareholder
strategy                                                                                                                                                                                                                                                                    

The Compensation Committee
assigned each officer a target incentive, which was expressed as a percentage of
the officers base salary. The Compensation Committee set the CEOs incentive
award at target levels of 72% of his base salary, provided 100% of the Companys
financial performance and 100% of his individual goals were reached. The target
incentive awards of the other executive officers range from 38% to 46% of those
executives base salaries in FY 2015 provided that 100% of the Companys
financial performance and 100% of each officers individual goals are reached.
The target incentive amounts were then converted into a number of shares,
determined by dividing the target incentive by $9.04, which was the average
closing price of the common stock for the last week of fiscal 2014 and the first week of fiscal 2015. The
target share awards were thus as follows: Alex Hui, 32,727 shares; John Hui,
15,147 shares; Kevin Bauer, 11,057 shares; and Angela Chen, 10,284 shares.

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As noted above, the
Compensation Committee determined at the end of the fiscal year, based on the
Companys financial performance relative to the operating income and gross
profit targets described above, that the payout percentages for each of the
Named Executive Officers for financial performance was 144% x 103% or 148%. The
balance of the share award is then calculated for the 50% based on achievement
of the individual performance factors. All of the named executives achieved
their individual performance factors at approximately 90% or better.
Accordingly, the Compensation Committee approved the following payments to each
of the Named Executive Officers who participated in the plan. With respect to FY
2015, the Committee awarded Mr. Alex Chiming Hui a bonus of 98% of his base
salary, or $402,504, which meant an award of 44,503 shares. John Hui received a
bonus equal to 64% of his base salary, $192,679, in the form of 21,314 shares;
Kevin Bauer received a bonus equal to 54% of his base salary, $139,532, or
15,435 shares; and Angela Chen received a bonus equal to 55% of her base salary,
$130,637, or 14,451 shares.The actual share awards under
this plan are included in the Stock Awards column of the Summary Compensation
Table and the target share awards are included in the Grants of Plan-Based
Awards for the Fiscal Year Ended June 27, 2015 and the Outstanding Equity Awards
Table below.

Long-term Incentive
Compensation  Stock Options and Restricted Stock Units.In FY 2015, our long-term equity incentive program for our senior executives
consisted of stock options and awards of restricted stock units.

Stock options give the
executives the right to purchase at a specified price (that is, the market price
of our common stock on the date when the option is granted), a specified number
of shares of our common stock for a specified period of time (generally ten
years), and the executives can exercise this right as the options vest (i.e.,
become exercisable) for the remainder of the term. Our executives realize value
on these options only if our stock price increases (which benefits all
shareholders) and only if the executives remain employed with us beyond the date
their options vest. Generally, the options granted to our senior executives vest
25% each year over a period of four years and have an exercise price equal to
fair market value of our common stock on the grant date.

Restricted stock units
(RSUs) are also known as full value awards and are awards for which the
recipient pays no exercise or purchase price. RSUs allow our executives to
realize value irrespective of price movements in the stock as long as they
remain employed with us beyond the date their RSUs vest. Thus RSUs can continue
to provide incentives even as stock options go underwater in economic
downturns. Generally, the RSUs granted to our senior executives vest 25% each
year over a period of four years.

Our Compensation Committee
determines the numbers of options to purchase the Companys common stock and
units of restricted stock that are granted to each executive officer. The
Compensation Committee determines the size and mix of each grant based on the
executive officers position, level of responsibility and longevity in
employment. The Committee authorizes grants to executive officers periodically,
and in most cases, annually. The Company issues stock options with exercise
prices that equal the fair market value of the underlying stock on the date of
the grant.

The Compensation Committee
believes that equity awards align our executive officers interests with our
shareholders interests by creating a direct association between the officers
compensation and our shareholders return on their investment in the Company.
The Committee also believes that this form of compensation provides our
executives with a significant, long-term interest in the Companys success and
growth. In addition, the Committee believes equity awards help retain key
executives, especially in the competitive market in which the Company operates.

Accordingly, the Committee
determines appropriate levels of equity awards when reviewing each executive
officers annual compensation package. The Committee considers several factors
in their determination of appropriate awards, including prior performance,
length of service, related responsibilities, other components of compensation,
comparisons to awards to individuals in similar positions in our industry and
the accomplishment of goals and directives. Compensia has also previously
provided the Committee with benchmarking data and industry trends on stock
grants.

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Stock grants awarded to the
named executive officers are in the form of both stock options and RSUs. For FY
2015, the Committee has awarded stock options valued at $122,381 to Alex Chiming
Hui, $48,778 to Chi-Hung (John) Hui, and $12,195 to Angela Chen. For FY 2015,
the Committee awarded RSUs valued at $456,550 to Alex Chiming Hui, $182,850 to
Chi-Hung (John) Hui, and $46,000 to Angela Chen. As Mr. Bauer received new hire
equity grants in March 2014, when he joined the Company, he did not receive any
stock options or RSUs in FY 2015.

For FY 2016, the Committee
has awarded RSUs valued at $119,850 to Alex Chiming Hui, $45,825 to Chi-Hung
(John) Hui, and $17,625 to Angela Chen. Mr. Bauer did not receive an RSU grant
because of his March 2014 new hire awards. The Committee has not made any FY
2016 stock option awards to the executive officers as of this date.

Personal
benefits.

Retirement Plans

We offer all our employees
an opportunity to participate in the Company-sponsored, employee-funded 401(k)
plan. Each employee can defer a certain amount of their compensation up to a
certain statutory limit. Income earned from the deferred compensation is not
taxable until certain age and other requirements occur. This benefit provides
retirement payments after the employee reaches a certain age.

Employee Stock Purchase
Plan

We offer all our employees,
except executive officers who also serve on the Board of Directors, entry into
our employee stock purchase plan. This plan provides the employee the
opportunity to purchase the Companys common stock at a discounted price at
certain preset times during the year. Currently, purchases under the plan can be
made with up to 10% of the employees compensation up to certain limitations set
by the IRS. The plan offers certain tax benefits to any employee who holds the
stock for a prescribed length of time.

Tax and Accounting
Considerations in Compensation

Income tax regulations
involved in compensation, especially share-based compensation, are complex and
restrictive. Numerous regulations and Internal Revenue Code (IRC) sections
contribute to limitations on the amounts of compensation that we can deduct for
income tax purposes and in which periods those deductions can be taken. As a
result we employ independent tax experts to advise us on the proper treatment of
our compensation plans.

We accrue the cost of our
annual incentive award compensation periodically throughout the year, accruing
approximately 25% of the expected cost each quarter. As of June 27, 2015 we had
accrued 100% of the estimated cost of our annual incentive award compensation
for the fiscal year ended June 27, 2015. Once final calculations of the annual
incentive award compensation were completed during the first quarter of the
fiscal year ending July 2, 2016, we adjusted the accrued balance to the actual
cost incurred. The adjustment was immaterial.

We account for share-based
compensation following FASB ASC Topic 718. Topic 718 requires that we recognize
the cost of stock option and RSU awards over the vesting period of the awards
for financial statement purposes, using the Black-Scholes-Merton stock-option
valuation methodology.

Change in Control
Agreements with Our Executive Officers

All of our executive
officers serve the Company on an at-will basis.

The Company entered into
change in control agreements with each of the executive officers which provide a
continuation of benefits and severance payments in the event of a change of
control of the Company. These benefits and payments are described below under
the heading Potential Payments upon Termination or Change in Control.

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Table of Contents

Compensation Committee
Report

This report is not
deemed to be soliciting material, filed with the SEC, or subject to the
liabilities of Section 18 of the Securities Exchange Act of 1934, except to the
extent that Pericom specifically incorporates it by reference into a document
filed with the SEC.

The Compensation Committee
reviewed and discussed the above Compensation Discussion and Analysis (CD&A)
with the Companys management. Based on the review and discussions, the
Compensation Committee recommended to the Companys Board of Directors that the
CD&A be included in this proxy statement.

MEMBERS OF THE
COMPENSATION COMMITTEE

Dr. Hau Lee, ChairmanJohn
EastMichael Sophie

EXECUTIVE COMPENSATIONSummary Compensation Table

The following table sets
forth certain information concerning compensation of the Companys Chief
Executive Officer, its Chief Financial Officer, and other listed executive
officers of the Company, which we refer to as our named executive officers.
For this purpose, in addition to its Chief Executive Officer and its Chief
Financial Officer, the Company is reporting fiscal year information for two
other executive officers. We refer to our fiscal years ended June 27, 2015, June
28, 2014, and June 29, 2013, as FY 2015, FY 2014, and FY 2013,
respectively.

|                                  |  |      |        |      |        |         |              |      |           |      |                 |      |                      |  |   |         |  |  | Non-Equity |   |         |  |  | 
|--------------------------------- |  | ---- | ------ | ---- | ------ | ------- | ------------ | ---- | --------- | ---- | --------------- | ---- | -------------------- |  | - | ------- |  |  | ---------- | - | ------- |  |  | 
|                                  |  |      |        |      |        |         |              |      | Stock     |      | Option          |      | Incentive
      Plan |  |   |         |  | 
|Name and Principal
      Position |  | **** | Fiscal | **** | Salary | ****    | Awards(1)(2) | **** | Awards(2) | **** | Compensation(3) | **** | Total               
|Alex Chiming Hui                  |  | 2015 |        |      | $      | 410,824 |              |      |           | $    | 769,093         |      |                      |  | $ | 122,381 |  |  |            | $ | -       |  |  | 
|Chief Executive Officer,          |  | 2014 |        |      |        | 393,859 |              |      |           |      | 430,568         |      |                      |  |   | 118,194 |  |  |            |   | 250,000 |  |  | 
|President and Chairman of         |  | 2013 |        |      |        | 378,942 |              |      |           |      | 146,568         |      |                      |  |   | 175,700 |  |  |            |   | 100,000 |  |  | 
|the Board                         |  |      |        |      |        |         |              |      |           |      |                 |      |                      |  |   |         |  |  |            |   |         |  |  | 
|                                  | 
|Kevin Bauer(4)                    |  | 2015 |        |      |        | 260,000 |              |      |           |      | 105,594         |      |                      |  |   | -       |  |  |            |   | -       |  |  | 
|Senior
      Vice President,      |  | 2014 |        |      |        | 60,000  |              |      |           |      | 214,250         |      |                      |  |   | 280,965 |  |  |            |   | 25,000  |  |  | 
|Finance
      and CFO             |  |      |        |      |        |         |              |      |           |      |                 |      |                      |  |   |         |  |  |            |   |         |  |  | 
|                                  | 
|Angela Chen                       |  | 2015 |        |      |        | 239,251 |              |      |           |      | 144,212         |      |                      |  |   | 12,195  |  |  |            |   | -       |  |  | 
|Senior Vice President,            |  | 2014 |        |      |        | 237,292 |              |      |           |      | 49,648          |      |                      |  |   | 13,726  |  |  |            |   | 90,828  |  |  | 
|Finance Asia                      |  | 2013 |        |      |        | 244,612 |              |      |           |      | 22,320          |      |                      |  |   | 26,756  |  |  |            |   | 37,509  |  |  | 
|                                  | 
|Dr.
      Chi-Hung (John) Hui     |  | 2015 |        |      |        | 299,769 |              |      |           |      | 327,504         |      |                      |  |   | 48,778  |  |  |            |   | -       |  |  | 
|Senior
      Vice President,      |  | 2014 |        |      |        | 290,000 |              |      |           |      | 175,480         |      |                      |  |   | 48,421  |  |  |            |   | 128,572 |  |  | 
|Research
      and Development    |  | 2013 |        |      |        | 282,866 |              |      |           |      | 81,096          |      |                      |  |   | 97,661  |  |  |            |   | 43,546  |  |  | 



|(1) | Includes RSU grants
      and share awards under the Companys annual performance incentive award
      plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | The amounts shown in
      this column represent the aggregated grant date fair value of equity
      awards in the years indicated in accordance with FASB ASC Topic 718. The
      amounts shown here do not represent actual payments in the years indicated
      or the value that may be realized upon exercise of the options or vesting
      of stock awards. The assumptions used to calculate the value of the awards
      are set forth in Note 14 of the Notes to Consolidated Financial Statements
      in our Form 10-K for the year ended June 27, 2015.
|   
|(3) | The amounts shown in
      this column were accrued and awarded for the fiscal year shown and paid in
      the first quarter of the following fiscal year.                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(4) | Mr. Bauer joined the
      Company in March 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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Table of Contents

Grants of Plan-Based
Awards for the Fiscal Year Ended June 27, 2015

The following table shows
all plan-based awards which Pericom granted to the named executive officers
during FY 2015. The equity awards are also reported in the Outstanding Equity
Awards table.

|           |  |            |      |                      |               |      |                |  |        |               |        | All
    Other |        | All
    Other   |      |                       |        |  |  |      |   |      |  | 
|---------- |  | ---------- | ---- | -------------------- | ------------- | ---- | -------------- |  | ------ | ------------- | ------ | ------------- | ------ | --------------- | ---- | --------------------- | ------ |  |  | ---- | - | ---- |  | 
|           |  |            |      |                      |               |      |                |  |        |               |        | Stock         |        | Option          | **** |                       |        |  |  | **** |   |      |  | 
|           |  |            |      |                      |               |      |                |  | ****   | Awards:       | ****   | Awards:       |        |                 |      |                       |        |  |  |      |   |     
|           |  |            |      | **Estimated Future** |               |      |                |  |        | Number
    of |        | Number
    Of |        | Exercise
    Or |      | Grant Date
      Fair
|           |  |            |      | **Payouts Under**    |               |      |                |  |        | Shares
    of |        | Securities    |        | Base
    Price  |      | Value Of
      Stock 
|           |  |            |      | **Equity Incentive** |               |      |                |  |        | Stock
or      |        | Underlying    |        | Of
    Options  |      | And
    Option       
|           |  | Grant      |      | **Plan Awards**      |               |      |                |  |        | Units         |        | Options       |        | Awards          |      | Awards               
|Name       |  | ****       | Date | ****                 | Target (#)(1) | **** | Maximum (#)(1) |  | (#)(2) |               | (#)(3) |               | ($/Sh) |                 | ($) 
|Alex       |  | 9/10/2014  |      |                      | 32,727        |      |                |  | 49,091 |               |        |               |        |                 |      |                       |        |  |  |      |   |      |  | 
|Chiming    |  | 10/10/2014 |      |                      |               |      |                |  |        |               |        |               |        |                 |      |                       | 28,100 |  |  |      | $ | 9.18 |  | 
|Hui        |  |            |      |                      |               |      |                |  |        |               |        |               |        |                 |      |                       |        |  |  |      |   |      |  | 
|           |  | 11/10/2014 |      |                      |               |      |                |  |        |               |        |               | 39,700 |                 |      |                       |        |  |  |      |   |      |  | 
|           | 
|Kevin      |  | 9/10/2014  |      |                      | 11,057        |      |                |  | 16,586 |               |        |               |        |                 |      |                       |        |  |  |      |   |      |  | 
|Bauer      |  |            |      |                      |               |      |                |  |        |               |        |               |        |                 |      |                       |        |  |  |      |   |      |  | 
|           | 
|Angela     |  | 9/10/2014  |      |                      | 10,284        |      |                |  | 15,426 |               |        |               |        |                 |      |                       |        |  |  |      |   |      |  | 
|Chen       |  |            |      |                      |               |      |                |  |        |               |        |               |        |                 |      |                       |        |  |  |      |   |      |  | 
|           |  | 10/10/2014 |      |                      |               |      |                |  |        |               |        |               |        |                 |      |                       | 2,800  |  |  |      | $ | 9.18 |  | 
|           |  | 11/10/2014 |      |                      |               |      |                |  |        |               |        |               | 4,000  |                 |      |                       |        |  |  |      |   |      |  | 
|           | 
|Chi-Hung   |  | 9/10/2014  |      |                      | 15,147        |      |                |  | 22,721 |               |        |               |        |                 |      |                       |        |  |  |      |   |      |  | 
|(John) Hui |  |            |      |                      |               |      |                |  |        |               |        |               |        |                 |      |                       |        |  |  |      |   |      |  | 
|           |  | 10/10/2014 |      |                      |               |      |                |  |        |               |        |               |        |                 |      |                       | 11,200 |  |  |      | $ | 9.18 |  | 
|           |  |            |      |                      |               |      |                |  |        |               |        |               |        |                 |      |                       |        |  |  |      |   |      |  | 
|           |  | 11/10/2014 |      |                      |               |      |                |  |        |               |        |               | 15,900 |                 |      |                       |        |  |  |      |   |      |  | 



|(1) | Awards shown in
      Estimated Future Payouts Under Equity Incentive Plan Awards are share
      awards under the Companys annual performance incentive award plan
      assuming 100% achievement of Company and individual goals. Under this
      plan, share awards are dependent upon the achievement the Companys
      financial performance goals and individual executive officer goals.
      Participants could receive from zero to 150% of the target award depending
      on the degree to which goals were achieved. Award targets are communicated
      to the executives, the outcomes of which are substantially uncertain at
      the time they are established. Awards may exceed the target if Company
      and/or individual goals are exceeded.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | The restricted stock
      unit awards vest, subject to continued employment with the Company, at the
      rate of 1/4 of the shares awarded on each of the first four anniversary
      dates following the grant date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(3) | The option awards
      vest, subject to continued employment with the Company, at the rate of
      1/48th of the shares per month over the following 48 months, with the
      exception of the award to Mr. Bauer, which is a new hire award. New hire
      awards vest 25% after the first year and monthly thereafter for a period
      of 36 months. The exercise price of each option set forth above was the
      closing price of our stock on NASDAQ on the grant
  date.                                                                                                                                                                                                                                                                                         

Employment and Change of
Control Arrangements

All of our executive
officers serve the Company on an at-will basis without employment agreements. We
have not entered into written employment agreements with our executive officers.

The Company has entered
into change in control agreements with each of the executive officers which
provide a continuation of benefits and severance payments in the event of a
change of control of the Company. These benefits and payments are described
below under the heading Potential Payments upon Termination or Change in
Control. Please refer to Compensation Discussion and Analysis above for a
discussion of the elements of the officers compensation in relation to total
compensation and related analysis.

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Outstanding Equity
Awards Table as of June 27, 2015

The following table shows
all outstanding equity awards held by the named executive officers as of June
27, 2015:

|       |      |                                                                     | Option Awards |                                                                       |      |                        |      |                      |      |                                                             |      |                                                                        |       |                                                                                                          | Stock Awards |                                                                                                                      
|------ | ---- | ------------------------------------------------------------------- | ------------- | --------------------------------------------------------------------- | ---- | ---------------------- | ---- | -------------------- | ---- | ----------------------------------------------------------- | ---- | ---------------------------------------------------------------------- | ----- | -------------------------------------------------------------------------------------------------------- | ------------ | ---------------------------------------------------------------------------------------------------------------------
|Name   | **** | Number
      ofSecuritiesUnderlyingUnexercisedOptions(#)Exercisable | ****          | Number
      ofSecuritiesUnderlyingUnexercisedOptions(#)Unexercisable | **** | OptionExercisePrice($) | **** | OptionExpirationDate | **** | Number ofShares
      orUnits ofStockThat HaveNot Vested(#) | **** | MarketValue
      ofShares orUnits ofStockThat HaveNot
      Vested($) | ****  | EquityIncentivePlanAwards:Number
      ofUnearnedShares, Unitsor OtherRights ThatHave
      NotVested(#) | ****         | EquityIncentivePlanAwards:Market
      orPayoutValue ofUnearnedShares,Units
      orOtherRights ThatHave NotVested($)
|Alex   |      |                                                                     | 50,000        | (3)                                                                   |      |                        |      |                     |      |                                                             |      |                                                                        | 8.40  |                                                                                                          |              |                                                                                                                      
|Hui    |      |                                                                     | 60,000        | (3)                                                                   |      |                        |      |                     |      |                                                             |      |                                                                        | 16.03 |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     | 48,000        | (3)                                                                   |      |                        |      |                     |      |                                                             |      |                                                                        | 15.45 |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     | 55,700        | (3)                                                                   |      |                        |      |                     |      |                                                             |      |                                                                        | 10.01 |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     | 43,400        | (3)                                                                   |      |                        |      |                     |      |                                                             |      |                                                                        | 8.55  |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     |               |                                                                       |      |                        |      |                      |      |                                                             |      |                                                                        |       |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     | 9,969         | (2)                                                                   |      |                        |      | 5,437                |      |                                                             |      |                                                                        | 7.63  |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     | 26,267        | (2)                                                                   |      |                        |      | 13,133               |      |                                                             |      |                                                                        | 8.85  |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     |               |                                                                       |      |                        |      |                      |      |                                                             |      |                                                                        |       |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     | 7,750         | (2)                                                                   |      |                        |      | 17,437               |      |                                                             |      |                                                                        | 7.65  |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     |               |                                                                       |      |                        |      |                      |      |                                                             |      |                                                                        |       |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     |               |                                                                       |      |                        |      |                      |      |                                                             |      |                                                                        |       |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     | 4,683         | (2)                                                                   |      |                        |      | 23,417               |      |                                                             |      |                                                                        | 9.18  |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     |               |                                                                       |      |                        |      |                      |      |                                                             |      |                                                                        |       |                                                                                                          |              |                                                                                                                      
|John   |      |                                                                     | 31,000        | (3)                                                                   |      |                        |      |                     |      |                                                             |      |                                                                        | 8.40  |                                                                                                          |              |                                                                                                                      
|Hui    |      |                                                                     | 42,000        | (3)                                                                   |      |                        |      |                     |      |                                                             |      |                                                                        | 16.03 |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     | 24,000        | (3)                                                                   |      |                        |      |                     |      |                                                             |      |                                                                        | 15.45 |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     | 33,400        | (3)                                                                   |      |                        |      |                     |      |                                                             |      |                                                                        | 10.01 |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     | 26,000        | (3)                                                                   |      |                        |      |                     |      |                                                             |      |                                                                        | 8.55  |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     |               |                                                                       |      |                        |      |                      |      |                                                             |      |                                                                        |       |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     | 22,838        | (2)                                                                   |      |                        |      | 3,262                |      |                                                             |      |                                                                        | 7.63  |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     | 14,600        | (2)                                                                   |      |                        |      | 7,300                |      |                                                             |      |                                                                        | 8.85  |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     |               |                                                                       |      |                        |      |                      |      |                                                             |      |                                                                        |       |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     | 5,556         | (2)                                                                   |      |                        |      | 7,144                |      |                                                             |      |                                                                        | 7.65  |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     |               |                                                                       |      |                        |      |                      |      |                                                             |      |                                                                        |       |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     |               |                                                                       |      |                        |      |                      |      |                                                             |      |                                                                        |       |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     | 1,867         | (2)                                                                   |      |                        |      | 9,333                |      |                                                             |      |                                                                        | 9.18  |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     |               |                                                                       |      |                        |      |                      |      |                                                             |      |                                                                        |       |                                                                                                          |              |                                                                                                                      
|       |     
|Kevin  |      |                                                                     | 21,875        | (2)                                                                   |      |                        |      | 53,125               | (1)  |                                                             |      |                                                                        | 7.83  |                                                                                                          |              |                                                                                                                      
|Bauer  |      |                                                                     |               |                                                                       |      |                        |      |                      |      |                                                             |      |                                                                        |       |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     |               |                                                                       |      |                        |      |                      |      |                                                             |      |                                                                        |       |                                                                                                          |              |                                                                                                                      
|       |     
|Angela |      |                                                                     | 35,000        | (3)                                                                   |      |                        |      |                     |      |                                                             |      |                                                                        | 10.25 |                                                                                                          |              |                                                                                                                      
|Chen   |      |                                                                     | 17,500        | (3)                                                                   |      |                        |      |                     |      |                                                             |      |                                                                        | 16.03 |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     | 12,000        | (3)                                                                   |      |                        |      |                     |      |                                                             |      |                                                                        | 15.45 |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     | 18,600        | (3)                                                                   |      |                        |      |                     |      |                                                             |      |                                                                        | 10.01 |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     | 1,604         | (3)                                                                   |      |                        |      |                     |      |                                                             |      |                                                                        | 8.55  |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     |               |                                                                       |      |                        |      |                      |      |                                                             |      |                                                                        |       |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     | 2,850         | (2)                                                                   |      |                        |      | 900                  |      |                                                             |      |                                                                        | 7.63  |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     | 4,000         | (2)                                                                   |      |                        |      | 2,000                |      |                                                             |      |                                                                        | 8.85  |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     |               |                                                                       |      |                        |      |                      |      |                                                             |      |                                                                        |       |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     | 1,575         | (2)                                                                   |      |                        |      | 2,025                |      |                                                             |      |                                                                        | 7.65  |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     |               |                                                                       |      |                        |      |                      |      |                                                             |      |                                                                        |       |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     |               |                                                                       |      |                        |      |                      |      |                                                             |      |                                                                        |       |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     | 467           | (2)                                                                   |      |                        |      | 2,333                |      |                                                             |      |                                                                        | 9.18  |                                                                                                          |              |                                                                                                                      
|       |      |                                                                     |               |                                                                       |      |                        |      |                      |      |                                                             |      |                                                                        |       |                                                                                                          |              |                                                                                                                      

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|(1) | All such options
      vest, subject to continued employment with the Company, at a rate of 25%
      after the first year and monthly thereafter over a period of 36 months.
      The exercise price of each option set forth above was the closing price of
      our stock on NASDAQ on the grant date.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | All such options
      vest, subject to continued employment with the Company, monthly over a
      period of 48 months. The exercise price of each option set forth above was
      the closing price of our stock on NASDAQ on the grant date.                                                           
|   
|(3) | All such options are
      fully vested.                                                                                                                                                                                                                                                                   
|   
|(4) | These share awards
      were subject to performance conditions, which were met after the fiscal
      year end, and shares were awarded in August 2015.                                                                                                                                                   

The equity awards described
above were granted pursuant to the Companys 2001 Stock Incentive Plan, the 2004
Stock Incentive Plan, or the 2014 Stock Award and Incentive Compensation Plan.

Option Exercises and
Stock Vested in the Fiscal Year Ended June 27, 2015

The following table
provides information on stock option exercises and vesting of RSUs during
fiscal 2015.

|                       |      | Option Awards         |        | Stock Awards         
|---------------------- | ---- | --------------------- | ------ | ---------------------
|                       | **** | Number
    of         |        |                      
|                       |      | Shares
      Acquired | ****   | Value
      Realized 
|                       |      | on Exercise
      (#) |        | on Exercise
      ($)
|Alex
      Chiming Hui |      |                       | 78,907 |                      
|Kevin Bauer            |      |                       |       |                      
|Chi-Hung (John) Hui    |      |                       | 34,000 |                      
|Angela Chen            |      |                       |       |                      



|(1) | Value realized on
      vesting is the market price of Pericom common stock at the date of vesting
      multiplied by the number of shares vested.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------

Potential Payments upon
Termination or Change in Control

All of the executive
officers of the Company have entered into change of control agreements with the
Company which provide for severance benefits and acceleration of option and
other equity award vesting in the event of a change of control of the Company.
Pursuant to the terms of the agreements, if the Company terminates an executive
officers employment without cause within the twelve months following a change
in control of the Company or the executive terminates his or her employment for
good reason (as these terminating events are defined in the agreement) after the
occurrence of specific events enumerated in the agreement and subject to the
procedures in the agreement, the Company will:

|● | make a lump sum
      payment of the executive officers annual base salary (and, with respect
      to the Chief Executive Officer, a lump sum payment equal to two times that
      officers base salary) then in effect and a lump sum payment of a bonus
      based on a calculation tied to the last completed fiscal years bonus or
      the bonus related to the year preceding the most recent completed fiscal
      year in certain circumstances, except that lump sum payments and other
      benefits under the agreement may be delayed pursuant to requirements, if
      applicable, of Section 409A of the federal income tax
      law,
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|● | provide for
      continuation of medical and dental benefits for a period of eighteen
      months,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|● | cause the immediate
      vesting, subject to certain terms as discussed below, of stock options,
      performance shares or units and restricted shares or units,
      and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|● | extend the expiration
      date of the executive officers vested stock options as of the date of
      termination to six months after the date of termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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Under the agreements, and
subject to the more detailed definitions set forth therein:

|● | change of control
      means (i) an acquisition of any of the Companys voting securities which
      then gives the acquiring person investment or voting power over 50% or
      more of the then outstanding voting securities of the Company, (ii) the
      incumbent directors of the Company when the agreement is signed cease to
      be a majority of the board of directors, provided that new directors
      approved by two-thirds of the incumbent board who did not obtain election
      or appointment by an actual or threatened proxy contest are counted as
      incumbents, or (iii) a merger, consolidation or sale or other disposition
      of all or substantially all of the assets of the Company (other than a
      transaction in which the Companys stockholders before the transaction
      remain holders of more than 50% of the voting power of the surviving
      entity).                                                                                                   
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | cause means an
      officer (i) engages in fraud or embezzlement against the Company or its
      subsidiaries, (ii) misappropriates Company property, proprietary
      information and/or trade secrets, (iii) demonstrates material unfitness
      for service or persistent deficiencies in performance, (iv) engages in
      misconduct, which misconduct is demonstrably and materially injurious to
      the Company or its subsidiaries; (v) refuses to follow a specific, lawful
      direction or order of the Company; (vi) breaches any agreement with the
      Company; or (vii) dies or becomes mentally or physically incapacitated and
      cannot carry out his or her duties.                                                                                                                                                                                                                                                                                                                   
|● | good reason means
      (i) a material reduction of the officers level of responsibility, the
      assignment of duties and responsibilities which are materially
      inconsistent with the officers position or responsibilities, or the
      removal of the officer from or failure to re-elect the officer to any of
      such positions, except in connection with the termination of employment
      for cause; (ii) a reduction by the Company in the officers annual salary
      then in effect, other than a reduction similar in percentage to a
      reduction generally applicable to similarly situated employees of the
      Company; or (iii) a material reduction in the kind or level of benefits
      provided to officer under any benefit plan of the Company in which the
      officer is participating or deprive the officer of any material fringe
      benefit enjoyed by the officer, except those changes generally affecting
      similarly situated employees of the Company.

The agreement also provides
that if any payment or benefit would be subject to excise tax as a result of
Sections 280G and 4999 of the federal tax code, then the payment or benefit
shall be reduced to the extent necessary to avoid such excise tax.

Should a termination, as
discussed above occur, the immediate vesting of options and similar share-based
compensation is subject to additional terms under the change of control
agreements:

|● | if the executive
      officer has been employed by the Company for 2 years, then any options (or
      similar instruments) that would have vested up to the first anniversary of
      the termination date will be immediately vested,
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                          
|● | if the executive
      officer was employed at the Company for more than 2 years but less than
      four, options that would have vested up to the second anniversary of the
      termination date will be immediately vested, or      
|  |                                                                                                                                                                                                                                          
|● | if the executive
      officer has been with the Company for more than four years, then all
      outstanding options will be immediately vested                                                                                         

Mr. Bauer, who joined the
Company in March 2014, would not receive any accelerated vesting upon such
termination pursuant to the terms of his change of control agreement, but would
receive full accelerated vesting of his outstanding options upon a qualifying
termination under the terms of the 2004 Plan and 2014 Plan. The table below
illustrates hypothetical payments under the change of control agreements as if a
change in control had occurred on June 27, 2015.

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Termination without
cause or resignation for good reasonwithin 12 months following change in
control:

|                   |  |                 |      |           |      |              |      |             |         |             |      |           |   |          |  |          | Assumed  |   | Assumed   |  |  |  |   |        
|------------------ |  | --------------- | ---- | --------- | ---- | ------------ | ---- | ----------- | ------- | ----------- | ---- | --------- | - | -------- |  | -------- | -------- | - | --------- |  |  |  | - | -------
|                   |  |                 |      |           |      |              |      |             |         |             |      |           |   |          |  |          | Realized |   | Realized  |  |  |  |   |        
|                   |  |                 |      |           |      |              |      |             |         |             |      | 18 Months |   | Value
of |  | Value
of |          |   |           |  | 
|                   |  | Salary          |      | Incentive |      | of Benefits  |      | Accelerated |         | Accelerated |      |           |   |          | 
|                   |  | Continuation(1) | **** | award(2)  | **** | Continuation | **** | RSUs        | ****    | Options(3)  | **** | Total(4) 
|Alex
      Chiming |  |                 | $    | 820,000   |      |              |      | $           | 500,000 |             |      |           | $ | 37,152   |  |          |          | $ | 1,760,995 |  |  |  | $ | 328,240
|Hui                |  |                 |      |           |      |              |      |             |         |             |      |           |   |          |  |          |          |   |           |  |  |  |   |        
|                  
|Kevin Bauer        |  |                 |      | 260,000   |      |              |      |             | 50,000  |             |      |           |   | 32,004   |  |          |          |   | 418,490   |  |  |  |   | 329,906
|                  
|Angela Chen        |  |                 |      | 243,000   |      |              |      |             | 181,656 |             |      |           |   | 14,400   |  |          |          |   | 295,317   |  |  |  |   | 40,427 
|                  
|Dr.Chi-Hung        |  |                 |      | 300,000   |      |              |      |             | 257,144 |             |      |           |   | 25,974   |  |          |          |   | 773,913   |  |  |  |   | 149,805
|(John) Hui         |  |                 |      |           |      |              |      |             |         |             |      |           |   |          |  |          |          |   |           |  |  |  |   |        



|(1) | One year of salary
      continuation except in the case of the Chief Executive Officer, Alex
      Chiming Hui, two years of salary continuation.                                                                                                                                                                                                                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | In the event of a
      change of control as of June 27, 2015, each of our executive officers
      would receive a bonus in the amount of no less than twice the amount such
      executive officer received during the last completed fiscal
  year.                                                                                                                               
|   
|(3) | These are
      hypothetical realized values pursuant to the change of control agreements
      that assume a change in control of Pericom on June 27, 2015, in which the
      price realized per share of our common stock is assumed to be the closing
      market price of our stock as of that date ($14.04 per share on June 26,
      2015, the last trading date in FY 2015).
|   
|(4) | The total does not
      include any amounts due for accrued but unpaid wages or under generally
      available benefit plans such as Pericoms 401(k) plan, at the time of any
      employment termination.                                                                                                                                                                        

Compensation Policies
and Practices as They Relate to Risk Management

In establishing the
Companys compensation policies and practices, the Compensation Committee aims
to minimize any risks that such policies and procedures would have a material
adverse effect on the Company. In particular, the Committee seeks to (i) achieve
a proper balance of base salary versus incentive compensation to align interests
with the Company, (ii) utilize performance metrics in setting incentive targets
to avoid manipulation and a short-term focus, and (iii) mitigate the risk of
losing key executives by working with a compensation consultant to assure
competitive compensation elements and amounts. See the Compensation Discussion
and Analysis section above for further details. As a result of this approach,
the Committee and management have concluded that there are no risks arising from
the Companys compensation policies and practices that would be reasonably
likely to have a material adverse effect on the Company.

Director Compensation

Compensation for
non-employee directors during FY 2015 generally consisted of an annual retainer,
meeting fees, committee membership fees, initial and annual share-based awards.

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Annual Retainer and
Committee Membership Fees

Under our non-employee
director compensation policy, a non-employee director receives annual retainer
and committee member fees as follows:

|Type of Fee                                                                                    |  | Amount  | 
|---------------------------------------------------------------------------------------------- |  | ------- | 
|Annual Board Retainer (1)                                                                      |  | $35,000 | 
|Additional Annual Fee to Chairperson of Audit
      Committee (2)                              |  | 20,000  | 
|Additional Annual Fee to Chairperson of
      Compensation Committee (3)                       |  | 10,000  | 
|Additional Annual Fee to Chairperson of
      Nominating & Governance Committee (4)            |  | 6,000   | 
|Additional Annual Fee to non-Chairperson Member
      of Audit Committee (2)                   |  | 7,500   | 
|Additional Annual Fee to Lead Independent
      Director                                       |  | 4,500   | 
|Additional Annual Fee to non-Chairperson Member
      of Compensation Committee (3)            |  | 4,000   | 
|Additional Annual Fee to non-Chairperson Member
      of Nominating & Governance Committee (4) |  | 3,000   | 



|(1) | An additional $1,000
      per meeting fee will be provided for every meeting exceeding 8 annual
      meetings.
|--- | ----------------------------------------------------------------------------------------------------------------
|   
|(2) | A $1,000 per meeting
      fee will be provided for every meeting exceeding 10 annual
    meetings.             
|   
|(3) | A $1,000 per meeting
      fee will be provided for every meeting exceeding 5 annual
    meetings.              
|   
|(4) | A $1,000 per meeting
      fee will be provided for every meeting exceeding 4 annual
    meetings.              

Share-Based Awards

Under our non-employee
director compensation policy, a non-employee director, at the time of his or her
election or appointment to the Board receives (i) an initial option grant to
purchase 10,000 shares of the Companys Common Stock (the Initial Option
Grant), and (ii) an initial grant of 5,000 restricted stock units of the
Companys Common Stock (the Initial Unit Grant), both of which vest over 3
years as more fully described below. Each non-employee director, who has been a
director for at least 11 months, receives an annual award consisting of (i) an
option grant to purchase 5,300 shares of Common Stock (the Annual Option
Grant), and (ii) a grant of 2,650 restricted stock units, both of which vest
after one year. The initial and annual awards described above are granted under,
and are subject to, the Companys 2001 Stock Incentive Plan, 2004 Stock
Incentive Plan, and 2014 Stock Award and Incentive Compensation Plan. The
exercise price of stock option grants made under the Initial and Annual Option
Grant is equal to the closing price of a share of the Companys Common Stock on
the NASDAQ Global Select Market on the date of grant.

A restricted stock unit
awarded to our non-employee directors represents a contractual right to receive
one share of the Companys Common Stock if the time-based vesting requirements
are satisfied. Subject to the non-employee directors continued service, the
restricted stock units subject to the Initial Unit Grant vest in three
substantially equal annual installments on each of the first through third
anniversaries of the grant date.

Restricted stock units will
generally be paid in an equivalent number of shares of the Companys Common
Stock as they become vested.

The table below summarizes
the compensation earned by our non-employee directors during the fiscal year
ended June 27, 2015. Mr. Alex Chiming Hui and Dr. Chi-Hung (John) Hui are
employees, executive officers, and directors of Pericom. They are not included
in the table below because they do not receive any additional compensation for
services provided as directors.

Directors Compensation
Table for the Fiscal Year Ended June 27, 2015

|                           |      | Fees Earnedor Paid in Cash |              |           |               |           |       |     |        |  |  |  |   |        |  |  | 
|-------------------------- | ---- | -------------------------- | ------------ | --------- | ------------- | --------- | ----- | --- | ------ |  |  |  | - | ------ |  |  | 
|                           | **** | ****                       | Stock Awards | ****      | Option Awards | ****      | Total
|Name                       |      | ($)                        |              | ($)(1)(2) |               | ($)(1)(2) |       | ($)
|John
      C. East         |      |                            | $            | 44,000    |               |           |       | $   | 38,001 |  |  |  | $ | 27,967 |  |  | 
|Hau
      Lee, Ph.D.       |      |                            |              | 54,500    |               |           |       |     | 38,001 |  |  |  |   | 27,967 |  |  | 
|Michael J. Sophie          |      |                            |              | 59,500    |               |           |       |     | 38,001 |  |  |  |   | 27,967 |  |  | 
|                           |     
|Siu-Weng Simon Wong, Ph.D. |      |                            |              | 38,500    |               |           |       |     | 38,001 |  |  |  |   | 27,967 |  |  | 



|(1) | These dollar amounts
      reflect the aggregate grant date fair value for equity awards in FY 2015
      in accordance with FASB ASC Topic 718. Therefore, these amounts do not
      represent payments actually received by the directors. The assumptions
      used to calculate the value of the awards are set forth in Note 14 of the
      Notes to Consolidated Financial Statements in our Form 10-K for the year
      ended June 27, 2015.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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For equity awards granted
in FY 2015, the grant dates and fair values computed in accordance with ASC
Topic 718 were as follows:

| | Grant Date |  | Stock Awards
      ($) |        |  | Option Awards
      ($) | 
| | ---------- |  | ---------------------- | ------ |  | ----------------------- | 
| | 12/4/2014  |  |                        |       |  |                         | 
| | 2/9/2015   |  | $                      | 38,001 |  |                         | 

|(2) | For these directors,
      the aggregate number of unvested stock awards and unexercised option
      awards outstanding at June 27, 2015, were:
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------

|                           |  | Unvested Stock Awards |  | Unexercised Option Awards
|-------------------------- |  | --------------------- |  | -------------------------
|                           |  | (# of
    shs)        |  | (# of
    shs)           
|John
      C. East         |  | 4,315                 |  | 14,500                   
|Hau
      Lee, Ph.D.       |  | 2,650                 |  | 46,500                   
|Michael J. Sophie          |  | 2,650                 |  | 20,000                   
|Siu-Weng Simon Wong, Ph.D. |  | 2,650                 |  | 27,000                   

Compensation Committee
Interlocks and Insider Participation

During the fiscal year
ended June 27, 2015, no executive officer of the Company served on the
Compensation Committee (or equivalent), or the board of directors of another
entity whose executive officer(s) served on the Companys Compensation Committee
or Board.

ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS

The following table sets
forth certain information known to the Company with respect to beneficial
ownership of the Companys Common Stock as of October 9, 2015 by (i) each person
known by the Company to own beneficially more than 5% of the outstanding shares
of Common Stock, (ii) each of the Companys directors, (iii) each of the named
executive officers, and (iv) all executive officers and directors of the Company
as a group.

|                                                                       |      | Shares       |           |         |  |  |      
|---------------------------------------------------------------------- | ---- | ------------ | --------- | ------- |  |  | -----
|                                                                       |      | Beneficially |           |         |  |  |      
|Name of Beneficial
      Owner                                         | **** | Owned(1)     | ****      | Percent
|BlackRock, Inc. (2)                                                    |      |              | 2,437,723 |         |  |  | 11.14
|Dimensional Fund Advisors LP (3)                                       |      |              | 1,854,071 |         |  |  | 8.47 
|Frontier Capital Management Co., LLC (4)                               |      |              | 1,726,278 |         |  |  | 7.89 
|Alex
      Chiming Hui (5)                                             |      |              | 1,275,255 |         |  |  | 5.73 
|Chi-Hung (John) Hui (6)                                                |      |              | 896,657   |         |  |  | 4.06 
|Kevin Bauer (7)                                                        |      |              | 69,267    |         |  |  | *    
|Angela Chen (8)                                                        |      |              | 135,343   |         |  |  | *    
|John
      C. East (9)                                                 |      |              | 23,320    |         |  |  | *    
|Hau
      L. Lee (10)                                                  |      |              | 76,450    |         |  |  | *    
|Michael J. Sophie (11)                                                 |      |              | 41,650    |         |  |  | *    
|Siu-Weng Simon Wong (12)                                               |      |              | 52,150    |         |  |  | *    
|All
      executive officers and directors as a group (8 persons) (13) |      |              | 2,570,092 |         |  |  | 11.31

___________________


|*   | Less than 1% of
outstanding Common Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(1) | Beneficial ownership
      is determined in accordance with the rules of the SEC. In computing the
      number of shares beneficially owned by a person and the percentage
      ownership of that person, shares of Common Stock subject to options held
      by that person that are currently exercisable or exercisable within 60
      days after October 9, 2015, are deemed outstanding. Percentage of
      beneficial ownership is based upon 21,891,319 shares of Common Stock
      outstanding as of October 9, 2015. To the Companys knowledge, except as
      set forth in the footnotes to this table and subject to applicable
      community property laws, each person named in the table has sole voting
      and investment power with respect to the shares set forth opposite such
      persons name. Except as otherwise indicated, the address of each of the
      persons in this table is as follows: 1545 Barber Lane, Milpitas,
      California 95035.
|   
|(2) | Based solely on a
      Schedule 13G/A, filed January 9, 2015, BlackRock, Inc. has sole voting
      with respect to 2,370,761 shares and sole dispositive power with respect
      to 2,437,723 shares, which shares are reported
by BlackRock, Inc. as a
      parent holding company of its subsidiaries listed in the Schedule 13G/A.
      The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York
      10055.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|(3)  |  | Based
      solely on a Schedule 13G/A filed February 5, 2015, Dimensional Fund
      Advisors LP has sole voting power with respect to 1,796,015 shares and has
      sole dispositive power with respect to 1,854,071 shares. The address of
      Dimensional Fund Advisors LP is Palisades West, Building One, 6300 Bee
      Cave Road, Austin, Texas 78746.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(4)  |  | Based
      solely on a Schedule 13G filed February 13, 2015, Frontier Capital
      Management Co., LLC, has sole voting power with respect to 789,421 shares
      and sole dispositive power with respect to 1,726,278 shares. The address
      of Frontier Capital Management Co., LLC is 99 Summer Street, Boston,
      Massachusetts 02110.              
|    
|(5)  |  | Includes
      321,381 shares issuable upon exercise of stock options exercisable and
      27,425 RSUs vesting within 60 days after October 9, 2015. He shares voting
      and investment power with his spouse as co-trustees of a revocable family
      trust holding 867,359 of the shares listed above.                                                   
|    
|(6)  |  | Includes
      209,206 shares issuable upon exercise of stock options exercisable and
      11,825 RSUs vesting within 60 days after October 9, 2015.                                                                                                                                                                                                            
|    
|(7)  |  | Includes
      31,250 shares issuable upon exercise of stock options exercisable within
      60 days after October 9, 2015.                                                                                                                                                                                                                                     
|    
|(8)  |  | Includes
      95,762 shares issuable upon exercise of stock options exercisable and
      3,200 RSUs vesting within 60 days after October 9, 2015.                                                                                                                                                                                                              
|    
|(9)  |  | Includes
      11,170 shares issuable upon exercise of stock options exercisable and
      4,500 RSUs vesting within 60 days after October 9, 2015.                                                                                                                                                                                                              
|    
|(10) |  | Includes
      46,500 shares issuable upon exercise of stock options exercisable and
      4,500 RSUs vesting within 60 days after October 9, 2015.                                                                                                                                                                                                              
|    
|(11) |  | Includes
      20,000 shares issuable upon exercise of stock options exercisable and
      4,500 RSUs vesting within 60 days after October 9, 2015.                                                                                                                                                                                                              
|    
|(12) |  | Includes
      27,000 shares issuable upon exercise of stock options exercisable and
      4,500 RSUs vesting within 60 days after October 9, 2015.                                                                                                                                                                                                              
|    
|(13) |  | Includes
      762,269 shares issuable upon exercise of stock options exercisable and
      60,450 RSUs vesting within 60 days after October 9,
  2015.                                                                                                                                                                                                          

Equity Compensation
Plans

The following table
summarizes share and exercise price information about our equity compensation
plans as of June 27, 2015.

|                                                          |  | Number of      |           |                  |  |                   |  |   |       | Number of
|--------------------------------------------------------- |  | -------------- | --------- | ---------------- |  | ----------------- |  | - | ----- | ---------
|                                                          |  | securities to  |           | Weighted         |  | securities       
|                                                          |  | be issued      |           | average exercise |  | remaining        
|                                                          |  | upon exercise  |           | price of         |  | available for    
|                                                          |  | of outstanding |           | outstanding      |  | future           
|                                                          |  | options and    |           | options, and     |  | issuance         
|Plan Category                                             |  | RSUs           |           | RSUs             |  | under
      plans
|Equity compensation plans approved by
      shareholders: |  |                |           |                  |  |                   |  |   |       |          
|Stock incentive plans                                     |  |                | 2,017,961 | (1)              |  |                   |  | $ | 10.92 | (2)      
|Employee stock purchase plan                              |  |                |          |                  |  |                   |  |   |       |          
|Total                                                     |  |                | 2,017,961 |                  |  |                   |  | $ | 10.92 |          

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|(1) |  | Represents shares of
      the Companys common stock issuable upon exercise of outstanding options
      under the following equity compensation plans: the 2014 Stock Award and
      Incentive Compensation Plan, 2004 Stock Incentive Plan and 2001 Stock
      Incentive Plan, and 768,634 shares underlying outstanding restricted stock
      unit awards granted under the 2014 Stock Award and Incentive Compensation
      Plan and 2004 Stock Incentive Plan that may be delivered in the future
      upon satisfaction of vesting requirements.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | This calculation does
      not take into account shares underlying restricted stock unit
      awards.                                                                                                                                                                                                                                                                                                                                                                                                                                                     

ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Our Boards Audit Committee
charter provides that the Committees responsibilities include the review of all
related party transactions for potential conflict of interest situations on an
ongoing basis and approval of all such transactions (if such transactions are
not approved by another independent body of the Board). The NASDAQ listing rules
require that the Companys audit committee or other body of independent
directors conduct an appropriate review of all related person transactions (as
defined in SEC rules) for potential conflict of interest situations on an
ongoing basis.

The charter of the Boards
Nominating and Corporate Governance Committee also provides that the Committee
will review potential conflicts of interest in considering candidates for
director nominees. The Companys Code of Business Conduct and Ethics also states
a policy to the effect that each employee is expected to disclose potential
conflicts of interest involving that individual or the individuals family
members to the Companys corporate compliance officer.

ITEM 14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES

Audit and Non-Audit
Fees

The following table
presents fees for professional audit services rendered by Burr Pilger Mayer,
Inc. for the audit of the Companys annual financial statements for the years
ended June 27, 2015, and June 28, 2014, and fees billed for other services
rendered by Burr Pilger Mayer, Inc. during those periods.

|                        | Fiscal
      2015 |   | Fiscal
      2014
|----------------------- | ----------------- | - | -----------------
|Audit Fees(1)           |                   | $ | 672,640          
|Audit-Related Fees(2)   |                   |   |                 
|Tax
      Fees(3)       |                   |   |                 
|All
      Other Fees(4) |                   |   |                 



|(1) |  | Audit Fees consist of
      fees and expenses billed for professional services rendered for the audit
      of the Companys consolidated annual financial statements and review of
      the interim consolidated financial statements included in quarterly
      reports and services that are normally provided by Burr Pilger Mayer, Inc.
      in connection with statutory and regulatory filings or
    engagements.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | There were no
      Audit-Related Fees incurred in FY 2015 or 2014 which would have consisted
      of fees billed for assurance and related services that are reasonably
      related to the performance of the audit or review of the Companys
      consolidated financial statements and are not reported under Audit
      Fees.                                                                                   
|   
|(3) |  | There were no Tax
      Fees incurred in FY 2015 or 2014 which would have consisted of fees billed
      for professional services rendered for tax compliance, tax advisor and tax
      planning (domestic and international). These services include assistance
      regarding federal, state and international tax compliance and tax
      planning.                                                                  
|   
|(4) |  | There were no All
      Other Fees incurred in FY 2015 or 2014 which would have consisted of fees
      for products and services other than the services reported
  above.                                                                                                                                                                                                                                                 

Audit Committee
Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committee
pre-approves all audit and permissible non-audit services performed by the
independent auditor. The Audit Committee will periodically grant general
pre-approval of categories of audit and non-audit services. Any other services
must be specifically approved by the Audit Committee, and any proposed services
exceeding pre-approved cost levels must be specifically pre-approved by the
Audit Committee. In periods between Audit Committee meetings, the Chairman of
the Audit Committee has the delegated authority from the Committee to
pre-approve additional services, and his pre-approvals are then communicated to
the full Audit Committee at its next meeting.

No audit-related, tax or
other non-audit services were approved by our Audit Committee pursuant to the de
minimis exception to the pre-approval requirement under paragraph (c)(7)(i)(C)
of Rule 2-01 of Regulation S-X during the 2015 or 2014 fiscal year.

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PART IV

ITEM 15. EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES

(a) The following documents
are filed as part of this report:

|(1) |  | Financial Statements
      and Financial Statement Schedule  See Index to Financial Statements and
      Financial Statement Schedule at Item 8 of our Annual Report on Form 10-K
      filed with the SEC on September 1, 2015, which is being amended
      hereby.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Exhibits. The
      following exhibits are filed as part of, or incorporated by reference
      into, this Report:                                                                                                                                                    

|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                                                              
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                          
|3.1     |  | Restated Articles of
      Incorporation of the Company, filed as Exhibit 3.1 to the Companys
      Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, and
      incorporated herein by reference.                                                                                                                                                                                     
|       
|3.2     |  | Amended and Restated
      Bylaws of the Company (as amended by an amendment adopted on June 25,
      2013), filed as Exhibit 3.1 to the Companys Form 8-K filed June 27, 2013,
      and incorporated herein by reference.                                                                                                                                                                            
|       
|3.3     |  | Amended and Restated
      Certificate of Determination of the Series D Junior Participating
      Preferred Shares, filed as Exhibit 3.1 to the Companys Form 8-K filed
      March 8, 2012, and incorporated herein by reference.                                                                                                                                                                     
|       
|4.1     |  | Rights Agreement
      between Pericom Semiconductor Corporation and Computershare Trust Company,
      N.A., dated as of March 6, 2012, including Form of Right Certificate
      attached thereto as Exhibit B, filed as Exhibit 4.1 to the Companys Form
      8-K filed March 8, 2012, and incorporated herein by
reference.                                                                        
|       
|4.2     |  | Amendment to the
      Rights Agreement, dated as of March 6, 2015, between Pericom Semiconductor
      Corporation and Computershare Trust Company, N.A., filed on March 9, 2015
      as Exhibit 4.2 to the Companys Form 8-A/A and incorporated herein by
      reference.                                                                                                                           
|       
|4.3     |  | Amendment of Amended
      and Restated Certificate of Determination Series D Junior Participating
      Preferred Shares of Pericom Semiconductor Corporation dated March 6, 2015,
      filed on March 9, 2015 as Exhibit 4.2 to the Companys Form 8-K and
      incorporated herein by reference.                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                          
|10.1*   |  | Form of
      Indemnification Agreement, filed as Exhibit 10.11 to the Companys
      Registration Statement on Form S-1 filed September 10, 1997, and
      incorporated herein by reference.                                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                          
|10.2*   |  | Amended and Restated
      2001 Stock Incentive Plan including Form of Agreement thereunder, filed as
      Exhibit 10.2 to the Companys Form 8-K filed December 21, 2004, and
      incorporated herein by reference.                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                          
|10.3**  |  | English translation
      of Cooperation Agreement between Pericom Semiconductor Corporation and the
      Jinan Hi-Tech Industries Development Zone Commission, dated as of January
      26, 2008, filed as Exhibit 10.1 to the Companys Form 8-K/A filed May 5,
      2008, and incorporated herein by reference.                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                          
|10.4*   |  | Forms of Restricted
      Stock Award Grant Notice and Restricted Stock Award Agreement under each
      of the Amended and Restated Pericom 2001 Stock Incentive Plan and the
      Amended and Restated Pericom 2004 Stock Incentive Plan, filed as Exhibit
      10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended
      March 29, 2008, and incorporated herein by reference.
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                          
|10.5*   |  | Amended and Restated
      Change of Control Agreement, filed as Exhibit 10.1 to the Companys Form
      8-K filed November 6, 2012, and incorporated herein by
      reference.                                                                                                                                                                                                                        

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Table of Contents

|Exhibit  |  | Description                                                                                                                                                                                                                                                                                                                                                   
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |  |                                                                                                                                                                                                                                                                                                                                                               
|10.6*    |  | Amended and Restated
      2004 Stock Incentive Plan, attached as Appendix A to the Companys
      Definitive Proxy Statement on Schedule 14A filed October 23, 2008, and
      incorporated herein by reference.                                                                                                                                            
|         |  |                                                                                                                                                                                                                                                                                                                                                               
|10.7*    |  | Pericoms 2010
      Employee Stock Purchase Plan, attached as Appendix A to the Companys
      Definitive Proxy Statement on Schedule 14A filed October 23, 2009, and
      incorporated herein by reference.                                                                                                                                               
|         |  |                                                                                                                                                                                                                                                                                                                                                               
|10.8**   |  | English translation
      of R&D Center Investment Agreement, dated as of December 1, 2009,
      between Yangzhou Economic and Technological Development Zone and Pericom
      Asia Limited, filed as Exhibit 10.1 to the Companys Quarterly Report on
      Form 10-Q for the quarter ended December 26, 2009, and incorporated herein
      by reference.
|         |  |                                                                                                                                                                                                                                                                                                                                                               
|10.9*    |  | Offer letter dated
      February 21, 2014, by and between the Company and Kevin S. Bauer, filed as
      Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the
      quarter ended March 29, 2014, and incorporated herein by
      reference.                                                                                                 
|         |  |                                                                                                                                                                                                                                                                                                                                                               
|10.10*   |  | The Companys 2014
      Stock Award and Incentive Compensation Plan, filed on October 16, 2014 as
      Appendix A to the Companys proxy statement for its 2014 annual meeting,
      and incorporated herein by reference.                                                                                                                                 
|         |  |                                                                                                                                                                                                                                                                                                                                                               
|10.11*^  |  | Forms of equity award
      agreements under the Companys 2014 Stock Award and Incentive Compensation
      Plan.                                                                                                                                                                                                                                            
|         |  |                                                                                                                                                                                                                                                                                                                                                               
|14.1     |  | Pericom Semiconductor
      Corporation Code of Business Conduct and Ethics, filed as Exhibit 14.1 to
      the Companys Form 10-K for the year ended June 26, 2004 and incorporated
      herein by reference.                                                                                                                                              
|         |  |                                                                                                                                                                                                                                                                                                                                                               
|21.1^    |  | Subsidiaries of
      Pericom Semiconductor Corporation                                                                                                                                                                                                                                                                                                       
|         |  |                                                                                                                                                                                                                                                                                                                                                               
|23.1^    |  | Consent of Burr
      Pilger Mayer, Inc. Independent Registered Public Accounting
    Firm                                                                                                                                                                                                                                                                    
|         |  |                                                                                                                                                                                                                                                                                                                                                               
|24.1^    |  | Power of Attorney
      (see signature page)                                                                                                                                                                                                                                                                                                                  
|         |  |                                                                                                                                                                                                                                                                                                                                                               
|31.1^    |  | Certification of Alex
      C. Hui, Chief Executive Officer, pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                  
|         |  |                                                                                                                                                                                                                                                                                                                                                               
|31.2^    |  | Certification of
      Kevin S. Bauer, Chief Financial Officer, pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                               
|         |  |                                                                                                                                                                                                                                                                                                                                                               
|31.3     |  | Certification of Alex
      C. Hui, Chief Executive Officer, pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                  
|         |  |                                                                                                                                                                                                                                                                                                                                                               
|31.4     |  | Certification of
      Kevin S. Bauer, Chief Financial Officer, pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                               
|         |  |                                                                                                                                                                                                                                                                                                                                                               
|32.1^^   |  | Certification of Alex
      C. Hui, Chief Executive Officer, pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                  
|         |  |                                                                                                                                                                                                                                                                                                                                                               
|32.2^^   |  | Certification of
      Kevin S. Bauer, Chief Financial Officer, pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                               
|         |  |                                                                                                                                                                                                                                                                                                                                                               
|1.INS^   |  | XBRL Instance
      Document                                                                                                                                                                                                                                                                                                                                  
|101.SCH^ |  | XBRL Taxonomy
      Extension Schema Document                                                                                                                                                                                                                                                                                                                 
|101.CAL^ |  | XBRL Taxonomy
      Extension Calculation Linkbase Document                                                                                                                                                                                                                                                                                                   
|101.DEF^ |  | XBRL Taxonomy
      Extension Definition Linkbase Document                                                                                                                                                                                                                                                                                                    

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Table of Contents

|Exhibit  |  | Description                                                 
|-------- |  | ------------------------------------------------------------
|         |  |                                                             
|101.LAB^ |  | XBRL
      Taxonomy Extension Label Linkbase Document       
|101.PRE^ |  | XBRL
      Taxonomy Extension Presentation Linkbase
Document



|*   |  | Management contract
      or compensatory plan or arrangement.                                                                                                                                                                                     
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  |                                                                                                                                                                                                                                                    
|**  |  | Portions of this
      exhibit have been omitted pursuant to a confidential treatment request
      that was granted by the Securities and Exchange Commission pursuant to
      Rule 24b-2 of the Securities Exchange Act of 1934, as
    amended.
|    |  |                                                                                                                                                                                                                                                    
|^   |  | Previously filed with
      the Annual Report on Form 10-K filed with the SEC on September 1, 2015,
      which is being amended hereby.                                                                                                           
|    |  |                                                                                                                                                                                                                                                    
|^^  |  | Previously furnished
      with the Annual Report on Form 10-K filed with the SEC on September 1,
      2015, which is being amended hereby.                                                                                                       
|    |  |                                                                                                                                                                                                                                                    
|(b) |  | Exhibits: See list of
      exhibits under (a)(2) above.                                                                                                                                                                                           
|    |  |                                                                                                                                                                                                                                                    
|(c) |  | Financial Statement
      Schedules: See list of schedules under (a)(1) above.                                                                                                                                                                     

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Table of Contents

SIGNATURES

Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

PERICOM SEMICONDUCTOR CORPORATIONBy:
    /s/ ALEX C. HUIAlex
      C. HuiChief Executive Officer, President andChairman of the Board of DirectorsDate:October 14, 2015


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