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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

(Amendment No. 1)

(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2010

Or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission file number: 000-51349

ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED

(Exact name of registrant as
specified in its charter)



|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 77-0462930                             
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               | 
|3230 Scott Boulevard Santa Clara, CA                           |  | 95054                                  
|(Address of principal executive offices)                       |  | (Zip Code))                            

Registrants telephone number, including area code: (408) 737-4600

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

Common Stock, $0.001 Par Value

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  x

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  x

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  x    No   ̈

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 disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is
not contained herein, and will not be contained, to the best of the 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 the 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         |  | x
|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  x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the close of business
on June 30, 2010 was approximately $107,000,000.

There were 42,829,856 shares of the registrants common stock
outstanding as of April 27, 2011.





EXPLANATORY NOTE

Advanced Analogic Technologies Incorporated (AnalogicTech) is filing this Amendment No. 1 on Form 10-K/A (the Form 10-K/A) to amend its Annual Report on Form 10-K for the
fiscal year ended December 31, 2010 (the Form 10-K), which was filed with the Securities and Exchange Commission (the SEC) on February 25, 2011 for the sole purpose of disclosing the information required in Part
III, Items 10 through 14. The reference on the cover page of the Form 10-K to the incorporation by reference of portions of our definitive proxy statement into Part III of the Form 10-K is hereby deleted.

Accordingly, Part III, Items 10 through 14 of the Form 10-K are hereby amended and restated in their entirety, and Part IV, Item 15
of the Form 10-K is hereby amended and restated solely to include as exhibits the new certifications required by Rule 13a-14(a) under the Exchange Act of 1934, as amended. Except as described above, this Form 10-K/A does not amend, update or change
any other items or disclosures in the Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Form 10-K and with our filings with the SEC subsequent to the Form 10-K.









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ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED

TABLE OF CONTENTS



|         |  |                                                                                                |  |  |    | 
|-------- |  | ---------------------------------------------------------------------------------------------- |  |  | -- | 
|         |  | PART III                                                                                       |  |  |    | 
|         |  |                                                                                               
|Item 10. |  | Directors, Executive Officers and Corporate Governance                                         |  |  | 3  | 
|         |  |                                                                                               
|Item 11. |  | Executive Compensation                                                                         |  |  | 6  | 
|         |  |                                                                                               
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters |  |  | 22 | 
|         |  |                                                                                               
|Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                      |  |  | 24 | 
|         |  |                                                                                               
|Item 14. |  | Principal Accounting Fees and Services                                                         |  |  | 25 | 
|         |  |                                                                                               
|         |  | PART IV                                                                                        |  |  |    | 
|         |  |                                                                                               
|Item 15. |  | Exhibits and Financial Statement Schedules                                                     |  |  | 26 | 
|         |  |                                                                                               
|         |  | Signatures                                                                                     |  |  | 27 | 



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PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------

Executive Officers

The following table sets forth certain
information about our executive officers as of May 2, 2011:



|                    |  |     |    |  |          |                                                                             
|------------------- |  | --- | -- |  | -------- | ----------------------------------------------------------------------------
|Name                |  | Age |    |  | Position
|Richard K. Williams |  |     | 52 |  |          | President, Chief Executive Officer, Chief Technical Officer and Director    
|                    |  |    
|Ashok Chandran      |  |     | 51 |  |          | Vice President, Chief Accounting Officer and interim Chief Financial Officer
|                    |  |    
|Kevin P. DAngelo   |  |     | 51 |  |          | Vice President of Advanced Products and Fellow                              
|                    |  |    
|Dr. Jun-Wei Chen    |  |     | 61 |  |          | Vice President of Technology                                                

Richard
K. Williams, one of our founders, has served as our President and Chief Executive Officer since April 2000 and also as our Chief Technical Officer and a director since September 1998. Prior to joining us as Vice President of Engineering and
Product Strategy in 1998, Mr. Williams served at Siliconix incorporated for 18 years, most recently as Senior Director of Device Concept & Design. Mr. Williams holds more than 200 US patents in device, process, package, circuit,
system and application methods and apparatus, and has written over 100 published articles and invited papers. Mr. Williams is a member of the Institute of Electrical and Electronic Engineers. Mr. Williams received an M.S. in Electrical
Engineering from Santa Clara University and a B.S., with honors, in Electrical Engineering (specializing in semiconductor device physics and fabrication) from the University of Illinois at Urbana-Champaign.

Ashok Chandran has served as our Vice President and Chief Accounting Officer since October 2007 and as our interim Chief Financial
Officer since April 6, 2011. Mr. Chandran joined us in October 2004 and previously served as our Corporate Controller. Prior to joining us, Mr. Chandran served in senior financial roles at JDS Uniphase from 1999 to 2004. Prior to
this, Mr. Chandran served in finance positions at LSI Logic Corporation from 1996 to 1999 and at National Semiconductor Corporation from 1983 to 1995. Mr. Chandran received a Masters of Business Administration from Duke University and a
Bachelors Degree in Mechanical Engineering with honors from Monash University in Melbourne, Australia.

Kevin P.
DAngelo, one of our founders, has served as our Vice President of Advanced Products and Fellow since February 2009. Prior to this, Mr. DAngelo served as our Vice President of Engineering since January 2001.
Mr. DAngelo is responsible for integrated circuit design in the United States. Mr. DAngelo previously served as our Senior Director from June 2000 to January 2001 and as our Senior Manager from January 1999 to June 2000.
Mr. DAngelo received the 2002 Marconi award for excellence in science and technology, and he holds 23 US patents. Mr. DAngelo received a B.S. in Electrical Engineering from the University of California, San Diego.

Jun-Wei Chen has served as our Vice President of Technology since February 2005. Dr. Chen is responsible for device concept
and design, process development and integration, CAE development and global Foundry Direct technical support. Prior to joining us, Dr. Chen held various positions including Vice President of Technology at SmartASIC Technology, Inc. from May
2004 to February 2005 and Chief Technology Officer at CLL Technology, Inc. from May 2000 to May 2004. Dr. Chen holds 20 US patents and has written over 30 technical articles. He is also a member of the Institute for Electrical and Electronic
Engineers. Dr. Chen received a Ph.D. and an M.S. in Electrical Engineering from Carnegie Mellon University and a B.S. in Electrical Engineering from National Taiwan University, Taipei.



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Directors

The following table sets forth certain information regarding our directors as of May 2, 2011:



|                         |  |     |    |  |          |                                                                          |               |  |      | 
|------------------------ |  | --- | -- |  | -------- | ------------------------------------------------------------------------ | ------------- |  | ---- | 
|Name                     |  | Age |    |  | Position |                                                                          | DirectorSince | 
|Jaff Lin                 |  |     | 63 |  |          | Director                                                                 |               |  | 1999 | 
|                         |  |     |   
|Richard K. Williams      |  |     | 52 |  |          | President, Chief Executive Officer, Chief Technical Officer and Director |               |  | 1998 | 
|                         |  |     |   
|Samuel J. Anderson       |  |     | 54 |  |          | Chairman of the Board of Directors                                       |               |  | 2001 | 
|                         |  |     |   
|Jason L. Carlson         |  |     | 48 |  |          | Director                                                                 |               |  | 2010 | 
|                         |  |     |   
|Thomas P. Redfern        |  |     | 70 |  |          | Director                                                                 |               |  | 2008 | 
|                         |  |     |   
|Chandramohan Subramaniam |  |     | 55 |  |          | Director                                                                 |               |  | 2007 | 

Jaff Lin has
served as a director since June 1999. Mr. Lin co-founded Maton Venture in 1997 and has served as a Managing Director since its inception. Mr. Lin served as Chief Technical Officer and previously as Vice President of Engineering at
BusLogic, Inc. from November 1990 to March 1996. Prior to that, Mr. Lin served in various engineering and marketing management capacities at Cirrus Logic, Inc., Compass Development, Inc. and Scientific Micro Systems. Mr. Lin currently
serves on the board of directors of several private companies. Mr. Lin received an M.S. in Electrical Engineering and Computer Science from the University of California, Berkeley and a B.S. in Nuclear Engineering from the National Tsing Hua
University in Taiwan. Mr. Lins experience enables him to provide engineering and marketing expertise as well as outside director experience to the Board of Directors.

Richard K. Williams, one of our founders, has served as our President and Chief Executive Officer since April 2000 and also as our
Chief Technical Officer and a director since September 1998. From September 1998 to April 2000, Mr. Williams previously served as our Vice President of Engineering and Product Strategy. Prior to joining us, Mr. Williams served at Siliconix
incorporated from September 1980 to September 1998, most recently as Senior Director of Device Concept & Design. Mr. Williams holds more than 200 U.S. patents in device, process, package, circuit, system and application methods and
apparatus, and has written over 100 published articles and invited papers. Mr. Williams is a senior member of the Institute of Electrical and Electronic Engineers. Mr. Williams received an M.S. in Electrical Engineering from Santa Clara
University and a B.S., with honors, in Electrical Engineering (specializing in semiconductor device physics and fabrication) from the University of Illinois at Urbana-Champaign. As Chief Executive Officer, Mr. Williams provides the Board of
Directors with insight and information related to our business and operations and participates in the ongoing review of strategic issues.

Samuel J. Anderson has served as a director and as Chairman of our Board of Directors since August 2001. Mr. Anderson was a founder of Great Wall Semiconductor Corporation and has served as
its Chairman, President and Chief Executive Officer since January 2002. Mr. Anderson previously served as Vice President of Business Development at ON Semiconductor Corporation from August 1999 to December 2001 and held various positions in the
semiconductor products sector of Motorola, Inc. from June 1986 to August 1999. Mr. Anderson has also served on the board of directors of Vicor Corporation since 2001. Mr. Anderson holds over 20 U.S. patents in the area of semiconductor
technology. Mr. Anderson received an M.S. in Microelectronics from Arizona State University, an M.S. in Physics from Queens University of Belfast, Ireland and a B.S. in Electronics from the University of Ulster, Ireland. Mr. Anderson
provides the Board of Directors with industry experience as a chief executive officer with extensive technology experience.

Jason L. Carlson has served as a director since November 2010. Mr. Carlson is currently the Chief Executive Officer of QD
Vision, a private nanomaterials product company, since July 2010. Prior to joining QD Vision, Mr. Carlson served as President and Chief Executive Officer of Emo Labs, Inc., an early-stage developer of innovative audio speaker technology from
February 2006 to July 2010. Prior to joining Emo Labs,



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Mr. Carlson served as President and Chief Executive Officer of Semtech Corporation, a publicly-traded vendor of analog and mixed-signal semiconductors, with an emphasis on power management
applications, from November 2002 to October 2005. From December 1999 to July 2002, he was Vice President & General Manager for the Crystal Product Division and the Consumer Products & Data Acquisition Division of Cirrus Logic, Inc.
a publicly-traded vendor of analog and mixed-signal semiconductors for consumer and industrial applications. Mr. Carlson joined Cirrus Logic in July 1999 when that company acquired AudioLogic, Inc., of which he had been Chief Executive Officer.
Mr. Carlson also currently serves on the board of directors and is Chairman of the Audit Committee of Vicor Corporation, a publicly-traded developer and manufacturer of power components and systems. Mr. Carlson brings to the Board of
Directors experience as both a public company executive and as an entrepreneur, as well as an understanding of the evolution of technical innovation in the semiconductor and power conversion industries.

Thomas P. Redfern has served as a director since February 2008. Mr. Redfern served as a National Semiconductor Fellow in the
Analog Products Group at National Semiconductor Corp. from 1996 until his retirement in 2001. From 1989 through 1996 he held various directorial positions at National Semiconductor Corp. including Director of the Audio Group, Director of Development
for the Audio/Video Group, and Director of New Product Development for the Interface and Peripheral Group. Prior to 1989, Mr. Redfern worked as the Director of MOS Design at Linear Technology Corp. and served in various engineering, marketing
and management capacities at National Semiconductor Corp., Garrett Micro-Circuits Corp. and American Micro-Systems Inc. Mr. Redfern served on the board of directors of Sipex Corporation from April 2003 until August 2007. Mr. Redfern
received an MSEE and BSEE from Stanford University. Mr. Redfern brings to the Board of Directors expertise in the semiconductor industry in various areas which include applications, marketing and design.

Chandramohan Subramaniam has served as a director since March 2007. Mr. Subramaniam has been a Vice President of Medtronic
Incorporated since May 2008. Mr. Subramaniam served as President of the Puja Consulting Group from January 2005 to May 2008. Prior to that, Mr. Subramaniam served as the Senior Vice President of Operations for MEMC Electronics Materials,
Inc., a public silicon wafer manufacturing company, from December 2003 to December 2004. Prior to that, Mr. Subramaniam was the Vice President and Director of Final Manufacturing for ON Semiconductor Corporation, a public semiconductor company,
from May 1999 to December 2003. Before joining ON Semiconductor Corporation, Mr. Subramaniam held various positions at Motorola, Inc. from 1983 to 1999. Mr. Subramaniam also currently serves on the board of directors of IceMos Technology
Ltd., a private company. Mr. Subramaniam received a B.S. in Electrical/Electronics Engineering from the University of Manchester, England. Mr. Subramaniams experience enables him to provide operational and engineering expertise in
the semiconductor industry to the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive
officers, directors and ten percent stockholders to file reports of ownership and changes in ownership with the SEC. The same persons are required to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of
such forms and written representations that no other reports were required during the fiscal year ended December 31, 2010, we believe that all our executive officers, directors and ten percent stockholders complied with the applicable filing
requirements, with the exception of a late Form 4 filed on May 12, 2010 on behalf of Samuel Anderson and a late Form 4 filed on November 26, 2010 on behalf of Jason Carlson. In making these statements, we have relied upon examination of
the copies of Forms 3, 4, and 5, and amendments thereto, provided to us and the written representations of its directors, executive officers and 10% stockholders.

Code of Business Conduct and Ethics

The Board of Directors has
adopted a Code of Business Conduct and Ethics for all of our employees and independent contractors, which is applicable to all principal executive, financial and accounting officers. Our



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Code of Business Conduct and Ethics can be accessed on our website at www.aati.com. We will file a Form 8-K with the SEC, disclosing any material amendment to the Code of Business Conduct and
Ethics or waiver of a provision of the Code of Business Conduct and Ethics, including the name of the officer to whom the waiver was granted, within four business days after such amendment or waiver. We inform and reiterate to our employees our Code
of Business Conduct and Ethics at regular intervals and at our employee meetings.

Audit Committee Information

The Audit Committee of our Board of Directors currently consists of Messrs. Anderson, Carlson and Subramaniam, each of
whom is independent within the meaning of the NASDAQ listing standards, as currently in effect. The Board of Directors has determined that Mr. Carlson is an audit committee financial expert as defined in the SEC rules.
Mr. Carlson serves as Chairman of the Audit Committee.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

Compensation Discussion and Analysis

The following compensation discussion and analysis describes the material elements of compensation for our named executive officers as identified in the summary compensation table.

General

The Compensation Committee of our Board of Directors, or the Board, makes all decisions regarding base salaries of our executive officers,
including the named executive officers. The Compensation Committee makes all of the decisions regarding incentive plan and other bonus awards, as well as stock option and restricted stock unit (RSU) grants under our 2005 Equity Incentive
Plan, or the 2005 Plan.

We use competitive data from many sources to establish executive compensation. We have not adopted
rigid policies tying executive compensation to one specific benchmark. After consultation with our finance department, our chief executive officer presents recommendations to the Compensation Committee. The Compensation Committee approves all
adjustments to executive compensation with respect to salary, bonus and long-term incentives.

The day-to-day design and
administration of health and paid time-off plans and policies applicable to salaried employees in general are handled by cross functional teams of our human resources, finance and legal department employees. These cross-functional teams meet at
least once per quarter. The Board remains responsible for certain fundamental changes outside the day-to-day requirements necessary to maintain these plans and policies.

Our Business Environment

We operate in an extremely competitive industry
of power management semiconductors. The Board believes that the compensation programs for our executive officers should be designed to attract, motivate and retain talented executives responsible for our success and should be determined within a
competitive framework and based on the achievement of designated business objectives, individual contribution and financial performance.

Compensation Program Objectives and Rewards

Our compensation and benefits
programs are driven by our business environment and are designed to enable us to achieve our long term objectives by maintaining and adhering to a competitive compensation philosophy. The programs objectives are to:



| |  |  | Establish compensation policies and guidelines that will attract and retain qualified personnel through an overall level of compensation that is
competitive within our industry. The Compensation Committee sets base salaries, performance-based bonuses, equity-based compensation and benefits competitively so that we can attract and retain executive management;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Encourage the achievement of our long-range objectives by providing performance-based bonuses which relate directly to the achievement of individual
performance factors and strategic objectives such as enhancing stockholder value. Executive performance-based bonuses consider financial metrics such as sales revenues, gross margins and operating income on a company level and performance against
management objectives on an individual level; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Promote a direct relationship between compensation and our performance by facilitating executive officer stock ownership through stock option and RSU
awards.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

All of our compensation and benefits for our named executive officers described below have a
primary purpose for our need to attract, retain and motivate the highly talented individuals who will engage in the behaviors necessary to enable us to succeed while upholding our values in a highly competitive marketplace.



| |  |  | Base salary and benefits are designed to attract and retain employees over time.
| | - |  | --------------------------------------------------------------------------------



| |  |  | Long-Term Incentives: stock options and RSUs granted under the 2005 Plan, which focus on our executives efforts on the behaviors within the
recipients control that they believe are necessary to ensure our long-term success, as reflected in increases to our stock price, growth in our earnings per share and other elements.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Severance and change in control plans are designed to facilitate our ability to attract and retain executives as we compete for talented employees in a
marketplace where such protections are commonly offered. The change in control arrangements with certain of our executive officers encourages employees to remain focused on our business in the event of rumored or actual fundamental corporate
changes.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In establishing the various elements of our executive officers compensation, our
Compensation Committee believes it is important to be informed as to current compensation practices of comparable publicly held companies in our industry. We did not engage a compensation consultant to advise us in 2010, but instead relied on
internally generated summaries of public filings of selected competitors, the input of our executive placement firm and compensation ranges provided to other recent hires. Our Compensation Committee believes that its periodic review and
consideration of this data has been sufficient to allow it to make informed decisions with regard to executive compensation matters.

The Elements of Our Compensation Program

Base Salary. The
Compensation Committee reviews and approves salaries for our chief executive officer, chief financial officer and other executive officers. Base salaries are established by the Compensation Committee based upon competitive compensation data as well
as each persons job responsibilities, level of experience, individual performance and contributions to the business. Base salary decisions are based upon these factors and the Compensation Committee uses its discretion and judgment when
considering the various factors to come to a final salary figure. The Compensation Committee generally seeks input from our chief executive officer and our chief financial officer, when discussing performance of, and compensation levels for,
executives other than themselves. None of our executive officers participate in deliberations relating to his or her own compensation.

Effective January 1, 2009, in light of the significant adverse global economic conditions that were affecting our business, we reduced the base salaries of our executive officers by approximately
11%. Since 2009, we have adjusted the salary of one of our Named Executive Officers. Base salary and non-equity incentive plan compensation are the elements of compensation that are used in determining the amount of contributions permitted under our
401(k) Plan.

Annual Cash Incentives and Non-Equity Incentive Plan Awards.

Annual incentive bonuses. Annual incentive bonuses for executive officers are intended to reflect the Boards belief that a
significant portion of the compensation of each executive officer should be contingent upon



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our performance, as well as the individual contribution of each executive officer. During fiscal 2010, the Compensation Committee determined the target annual discretionary bonuses for our chief
executive officer and other executive officers based on a number of factors, including our revenue, profitability and other company goals for the fiscal year as well as the contribution of each executive officer. The methodology for the payment of
discretionary targeted cash bonuses for our executive officers contemplates the payment of a percentage of the executive officers annual base salary based upon the achievement of specified corporate revenue targets. The payment schedule for
fiscal 2010 for such discretionary cash bonuses to the executive officers was such that approximately 50% of the bonus earned, if any, would be payable in the third quarter of 2010, based upon our revenue targets achieved through the second quarter
of 2010, and the remainder of the cash bonus earned, if any, would be payable in the first quarter of 2011 based upon our revenue targets achieved through the end of 2010.

In July 2010 and in February 2011, the Board approved the following bonuses for our named executive officers based upon the achievement of specified revenue targets in the first half of fiscal year 2010,
which bonuses were paid in the third quarter of 2010, and of specified revenue targets in the second half of fiscal year 2010, which bonuses were paid in the first quarter of 2011, respectively:



|                                                                                  |  |                            |         |  |                             |   |         | 
|--------------------------------------------------------------------------------- |  | -------------------------- | ------- |  | --------------------------- | - | ------- | 
|Named Executive Officer                                                           |  | First Half2010 BonusAmount |         |  | Second Half2010 BonusAmount |  
|Richard K. Williams                                                               |  | $                          | 120,000 |  |                             | $ | 108,000 | 
|President, Chief Executive Officer and Chief Technical Officer                    |  |                            |         |  |                             |   |         | 
|Brian R. McDonald                                                                 |  | $                          | 80,000  |  |                             | $ | 72,000  | 
|Former Chief Financial Officer, Vice President of Worldwide Finance and Secretary |  |                            |         |  |                             |   |         | 
|Kevin DAngelo                                                                    |  | $                          | 49,000  |  |                             | $ | 34,000  | 
|Vice President of Advanced Products and Fellow                                    |  |                            |         |  |                             |   |         | 
|Dr. Jun-Wei Chen                                                                  |  | $                          | 41,000  |  |                             | $ | 48,000  | 
|Vice President of Technology                                                      |  |                            |         |  |                             |   |         | 
|David Schwartz                                                                    |  | $                          | 52,000  |  |                             | $ | 45,000  | 
|Former Vice President of Worldwide Sales                                          |  |                            |         |  |                             |   |         | 
|Allen Lam                                                                         |  | $                          | 25,000  |  |                             | $ |        | 
|Former Vice President of Worldwide Operations                                     |  |                            |         |  |                             |   |         | 
|Edward Lam                                                                        |  | $                          | 53,000  |  |                             | $ |        | 
|Former Vice President of Marketing and Engineering                                |  |                            |         |  |                             |   |         | 

All of the above bonus payments for 2010 to our executive officers were based primarily on the
achievement of the revenue targets established by the Compensation Committee for each half of 2010. Our 2010 bonus targets were based primarily on the following annualized revenue ranges approved by the Compensation Committee:



| |  |  | Zero bonus payout for revenue below $77.6 million;
| | - |  | --------------------------------------------------



| |  |  | 50% bonus payout for revenue at $87.3 million;
| | - |  | ----------------------------------------------



| |  |  | 100% bonus payout for revenue at $97.0 million;
| | - |  | -----------------------------------------------



| |  |  | 150% bonus payout for revenue at $106.7 million; and
| | - |  | ----------------------------------------------------



| |  |  | 200% bonus payout for revenue at $116.4 million.
| | - |  | ------------------------------------------------

In addition to using the achievement of the above revenue targets to determine the bonus payments for 2010, the Compensation Committee exercised its discretion and made certain adjustments in
consideration of individual performance.

For 2011, we have established revenue targets for the payment of executive bonuses
using a similar methodology, and we believe that it is reasonably likely that our revenues will reach the 2011 levels necessary to trigger a 100% target bonus payout to our executive officers.



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Patent Award. We encourage employees to patent their inventions by offering a cash
bonus of $1,000 for the filing of a patent application. We pay an additional award of $1,000 to employee inventors for each application that successfully issues a United States Patent. Our intellectual property counsel reviews patent activity on an
as needed basis and our chief executive officer reviews his findings. Once it is determined that an employee has patented an invention, our human resources director instructs the payroll department to award the cash bonus to the recipient.

Authors Award. Employees who author technical articles and make technical presentations that result in positive
publicity for us are given a cash bonus of $2,400 for each new non-solicited technical publication and $3,000 for each invited technical publication. Our manager of marketing and communication tracks all published articles and presentations
throughout the year. If it is determined that an employee has authored an article or made a technical presentation, upon approval of the director of marketing, the manager of marketing and communication submits a copy of the published article or
presentation to the human resources director. Finally, the human resources director instructs our payroll department to award the cash bonus to the recipient.

Presidents Award. We reward a cash bonus of $10,000 to those employees, other than the chief executive officer and chief financial officer, who have made a significant contribution to our
success as demonstrated by technological innovation, significant system improvement or sales. We measure success based on an employees financial contribution or impact. Our chief executive officer recommends and approves award recipients in
this category and directs our payroll department to award the cash bonus to the recipient.

Long-Term Equity Incentive
Compensation. The Board provides our executive officers with long-term equity incentive compensation through a combination of stock option and RSU grants. The goal of the long-term equity incentive compensation program is to align the interests
of executive officers with those of our stockholders and to provide each executive officer with a significant incentive to manage us from the perspective of an owner with an equity stake in the business. The Board believes that granting a
combination of stock options and RSUs is necessary given that a majority of our peer companies grant such awards.

Stock
options provide for financial gain derived from the potential appreciation in stock price from the date that the option is granted until the date that the option is exercised. Our long-term performance ultimately determines the value of stock
options, because gains from stock option exercises are entirely dependent on the long-term appreciation of our stock price. The exercise price of stock option grants is set at the fair market value on the date of grant. Under the 2005 Plan, we may
not grant stock options with an exercise price at a discount to the fair market value on the date of grant.

Beginning in
2010, the Company began granting RSUs to executives and other employees. RSUs are share awards that entitle the holder to receive shares of the Companys common stock upon vesting. There is no purchase or exercise price associated
with the RSUs or the shares issued in settlement of the award. Due to having no purchase or exercise price, RSUs provide some level of certain return which we believe serves a necessary retention purpose due to the volatility of our
stock.

It is the belief of the Board that stock options and RSUs directly motivate an executive to maximize long-term
stockholder value. Because a financial gain from stock options is only possible after the price of our common stock has increased, we believe that option grants encourage executives and other employees to focus on behaviors and initiatives that
should lead to an increase in the price of our common stock, which benefits all our stockholders. The Board believes that RSUs directly motivate an executive to maximize long-term shareholder value because the value of RSUs increases or
decreases with our stock price. The options and RSUs also utilize vesting periods that encourage key executives to continue working with us. The Board considers the grant of each option or RSU, reviewing factors such as the individual
performance, the anticipated future contribution toward the attainment of our long-term strategic performance goals and the number of unvested options and RSUs held by each individual at the time of the new grant. In fiscal year 2010, our
executive officers were granted stock options to purchase an aggregate of 280,000 shares of our common stock and 405,000 RSUs. In particular, on at least an annual basis, our Compensation Committee endeavors to



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##### Table of Contents

maintain each executive officers outstanding unvested options at a level approximately equal to that held as of the officers respective date of hire, provided that such officer
remains in good standing and performing at a level satisfactory to the Compensation Committee. The Compensation Committee believes that this policy supports the goals of retention and of specifically aligning key incentives of our executive officers
with those of our stockholders.

Stock options granted since 2005 generally vest over a four-year period and expire ten years
from the grant date. RSUs grants generally vest over four years.

We do not backdate options or grant options
retroactively. In addition, we do not plan to coordinate grants of options so that they are made before announcement of favorable information, or after announcement of unfavorable information. Our options are granted with an exercise price at fair
market value on a fixed date or event (such as the first business day of the month if within stated guidelines), with all required approvals obtained on the actual grant date. All grants to executive officers require the approval of the Compensation
Committee and the Board. Fair market value has been consistently determined as the closing price on NASDAQ on the grant date.

Under the 2005 Plan, we are permitted to issue stock options, RSUs, restricted stock, stock appreciation rights, performance units
and performance shares, although to date we have only issued stock options and RSUs. We may begin utilizing restricted stock and/or stock appreciation rights, performance units and performance shares as additional forms of equity compensation
incentives.

Benefits. As salaried, U.S.-based employees, the named executive officers participate in a variety of
retirement, health and welfare, and paid time-off benefits designed to enable us to attract and retain its workforce in a competitive marketplace. Health, welfare and paid time-off benefits help ensure that we have a productive and focused workforce
through reliable and competitive health and other benefits. Our qualified 401(k) Plan allows all employees to contribute up to the annual limits imposed by the Internal Revenue Code on a pre-tax basis. We provide a 100% match on the first 3% of an
employees contribution and 50% match on the second 2% of an employees contribution, which vests over a four-year period. Participants choose to invest their account balances from an array of investment options as selected by plan
fiduciaries from time to time. The 401(k) Plan is designed to provide for distributions in a lump sum or installments after termination of service. However, loans and in-service distributions are permitted under certain circumstances such as
hardship, attainment of age 59 1/2 or disability.

We support competitive benefit plans for our foreign employees consistent
with reasonable regional standards.

Perquisites. Our named executive officers, along with other senior management
employees, are provided a limited number of perquisites, the primary purpose of which is to minimize distractions from the executives attention to our important initiatives. An item is not a perquisite if it is integrally and directly related
to the performance of the executives duties. An item is a perquisite if it confers a direct or indirect benefit that has a personal aspect, without regard to whether it may be provided for some business reason or for our convenience, unless it
is generally available on a non-discriminatory basis to all employees.

We provide reimbursement for tax preparation and
advice. The value is taxable to executives. This perquisite is intended to encourage executives to engage knowledgeable experts to assist with tax planning and is quantified in the Summary Compensation Table. We also provide our executives with a
monthly automobile allowance, which is quantified in the Summary Compensation Table.

We do not provide the named executive
officers with other perquisites such as split-dollar life insurance, reimbursement for legal counseling for personal matters, or tax reimbursement payments. We do not provide loans to executive officers.



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##### Table of Contents

Executive Compensation and Other Matters

Summary Compensation Table

The following table discloses compensation received by our chief executive officer, chief financial officer and three other most highly paid executive officers at the end of fiscal 2010, collectively, the
named executive officers for the fiscal year ended December 31, 2010.



|                                                                                  |  |      |      |  |           |         |         |             |   |   |                                  |  |   |                    |         |  |                                            |         |         |                          |   |   |          |  |   |        |         |      |   |         |           | 
|--------------------------------------------------------------------------------- |  | ---- | ---- |  | --------- | ------- | ------- | ----------- | - | - | -------------------------------- |  | - | ------------------ | ------- |  | ------------------------------------------ | ------- | ------- | ------------------------ | - | - | -------- |  | - | ------ | ------- | ---- | - | ------- | --------- | 
|Name and principal position                                                       |  | Year |      |  | Salary($) |         |         | Bonus($)(1) |   |   | RestrictedStock
UnitAwards($)(2) |  |   | OptionAwards($)(2) |         |  | Non-EquityIncentive PlanCompensation($)(3) |         |         | All OtherCompensation($) |   |   | Total($) | 
|Richard K. Williams                                                               |  |      | 2010 |  |           | $       | 295,213 |             |   | $ |                                 |  |   | $                  | 511,000 |  |                                            | $       | 143,560 |                          |   | $ | 228,000  |  |   | $      | 82,992  | (4)  |   | $       | 1,260,765 | 
|President, Chief Executive Officer and Chief Technical Officer                    |  |      | 2009 |  |           | $       | 294,271 |             |   | $ |                                 |  |   | $                  |        |  |                                            | $       | 195,502 |                          |   | $ | 94,000   |  |   | $      | 50,723  |      |   | $       | 634,496   | 
|                                                                                  |  | 2008 |      |  | $         | 338,053 |         |             | $ |  |                                  |  | $ |                   |         |  | $                                          | 201,110 |         |                          | $ |  |          |  | $ | 65,377 |         |      | $ | 604,540 |          
|                                                                                  |  |      |      |  |           |         |         |             |   |   |                                  |  |   |                    |         |  |                                            |         |         |                          |   |   |          |  |   |        |         |      |   |         |          
|                                                                                  |  |      |      |  |           |         |         |            
|Brian R. McDonald                                                                 |  |      | 2010 |  |           | $       | 261,882 |             |   | $ |                                 |  |   | $                  | 400,100 |  |                                            | $       | 107,670 |                          |   | $ | 152,000  |  |   | $      | 57,366  | (5)  |   | $       | 979,019   | 
|Former Chief Financial Officer, Vice President of Worldwide Finance and Secretary |  |      | 2009 |  |           | $       | 261,882 |             |   | $ |                                 |  |   | $                  |        |  |                                            | $       | 149,650 |                          |   | $ | 63,000   |  |   | $      | 76,511  |      |   | $       | 551,044   | 
|                                                                                  |  | 2008 |      |  | $         | 294,250 |         |             | $ |  |                                  |  | $ |                   |         |  | $                                          | 143,650 |         |                          | $ |  |          |  | $ | 52,508 |         |      | $ | 490,408 |          
|                                                                                  |  |      |      |  |           |         |         |             |   |   |                                  |  |   |                    |         |  |                                            |         |         |                          |   |   |          |  |   |        |         |      |   |         |          
|                                                                                  |  |      |      |  |           |         |         |             |   |   |                                  |  |   |                    |         |  |                                            |         |         |                          |   |   |          |  |   |        |         |      |   |         |          
|                                                                                  |  |      |      |  |           |         |         |            
|Kevin DAngelo                                                                    |  |      | 2010 |  |           | $       | 238,075 |             |   | $ |                                 |  |   | $                  | 115,800 |  |                                            | $       | 35,890  |                          |   | $ | 83,000   |  |   | $      | 47,053  | (6)  |   | $       | 519,819   | 
|Vice President of Advanced Products and Fellow                                    |  |      | 2009 |  |           | $       | 238,075 |             |   | $ |                                 |  |   | $                  |        |  |                                            | $       | 134,542 |                          |   | $ | 40,000   |  |   | $      | 46,585  |      |   | $       | 459,202   | 
|                                                                                  |  | 2008 |      |  | $         | 267,500 |         |             | $ |  |                                  |  | $ |                   |         |  | $                                          | 86,190  |         |                          | $ |  |          |  | $ | 38,172 |         |      | $ | 391,862 |          
|                                                                                  |  |      |      |  |           |         |         |            
|Dr. Jun-Wei Chen                                                                  |  |      | 2010 |  |           | $       | 213,601 |             |   | $ |                                 |  |   | $                  | 115,800 |  |                                            | $       | 35,890  |                          |   | $ | 89,000   |  |   | $      | 38,506  | (7)  |   | $       | 492,797   | 
|Vice President of Technology                                                      |  |      | 2009 |  |           | $       | 201,888 |             |   | $ |                                 |  |   | $                  |        |  |                                            | $       | 58,673  |                          |   | $ | 37,000   |  |   | $      | 33,209  |      |   | $       | 330,770   | 
|                                                                                  |  | 2008 |      |  | $         | 229,457 |         |             | $ |  |                                  |  | $ |                   |         |  | $                                          | 86,190  |         |                          | $ |  |          |  | $ | 30,340 |         |      | $ | 345,987 |          
|                                                                                  |  |      |      |  |           |         |         |            
|David Schwartz                                                                    |  |      | 2010 |  |           | $       | 245,004 |             |   | $ |                                 |  |   | $                  | 135,100 |  |                                            | $       | 71,780  |                          |   | $ | 97,000   |  |   | $      | 35,136  | (9)  |   | $       | 584,020   | 
|Former Vice President of Worldwide Sales                                          |  |      | 2009 |  |           | $       | 224,587 |             |   | $ |                                 |  |   | $                  |        |  |                                            | $       | 410,523 | (8)                      |   | $ | 37,000   |  |   | $      | 35,387  |      |   | $       | 707,497   | 
|                                                                                  |  | 2008 |      |  | $         |        |         |             | $ |  |                                  |  | $ |                   |         |  | $                                          |        |         |                          | $ |  |          |  | $ |       |         |      | $ |        |          
|                                                                                  |  |      |      |  |           |         |         |            
|Allen K. Lam                                                                      |  |      | 2010 |  |           | $       | 178,556 |             |   | $ |                                 |  |   | $                  | 101,700 |  |                                            | $       | 35,890  |                          |   | $ | 25,000   |  |   | $      | 170,554 | (10) |   | $       | 511,700   | 
|Former Vice President of Worldwide Operations                                     |  |      | 2009 |  |           | $       | 238,075 |             |   | $ |                                 |  |   | $                  |        |  |                                            | $       | 60,972  |                          |   | $ | 40,000   |  |   | $      | 44,289  |      |   | $       | 383,335   | 
|                                                                                  |  | 2008 |      |  | $         | 267,500 |         |             | $ |  |                                  |  | $ |                   |         |  | $                                          | 86,190  |         |                          | $ |  |          |  | $ | 40,640 |         |      | $ | 394,330 |          
|                                                                                  |  |      |      |  |           |         |         |            
|Edward Lam                                                                        |  |      | 2010 |  |           | $       | 193,575 |             |   | $ |                                 |  |   | $                  | 101,700 |  |                                            | $       | 71,780  |                          |   | $ | 53,000   |  |   | $      | 172,540 | (12) |   | $       | 592,595   | 
|Former Vice President of Marketing and Engineering                                |  |      | 2009 |  |           | $       | 248,173 |             |   | $ |                                 |  |   | $                  |        |  |                                            | $       | 105,938 |                          |   | $ | 42,000   |  |   | $      | 38,514  |      |   | $       | 434,625   | 
|                                                                                  |  | 2008 |      |  | $         | 111,910 |         |             | $ |  |                                  |  | $ |                   |         |  | $                                          | 517,414 | (11)    |                          | $ |  |          |  | $ | 23,319 |         |      | $ | 652,644 |          



|(1) | Our cash bonuses are paid under an incentive plan and therefore are reported in the column Non-Equity Incentive Plan Compensation.
|--- | ------------------------------------------------------------------------------------------------------------------------------------

|(2) | Reflects the full grant date fair value of stock options and restricted stock units granted as measured in accordance with FASB Accounting Standards Codification (ASC)
Topic 718, Stock Compensation (formerly FASB Statement 123(R)). These amounts do not represent the actual amounts paid to or realized by the Named Executive Officers during fiscal 2010. The assumptions used in the valuation of these
awards are set forth in the notes to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on February 25, 2011.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | For a description of the non-equity incentive plan see Grants of Plan Based Awards for 2010. In 2010, the payment schedule for bonuses was such that
approximately 50% of the bonus earned, was paid in the third quarter of 2010, based upon our revenue targets achieved through the second quarter of 2010, and the remainder of the cash bonus earned, was paid in the first quarter of 2011 based upon
our revenue targets achieved through the end of 2010.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|(4) | Includes $37,000 for patent bonus awards, $16,200 for auto allowance, $9,200 for 401(k) plan matching contributions and $20,592 for tax preparation advice and services
and insurance premiums paid by the Company.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Includes $16,200 for auto allowance, $9,200 for 401(k) plan matching contributions and $31,966 for tax preparation advice and services and insurance premiums paid by
the Company.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Includes $11,040 for auto allowance, $9,200 for 401(k) plan matching contributions, $2,000 for a patent bonus award, $1,200 for an authors incentive award and
$23,613 for tax preparation advice and services and insurance premiums paid by the Company.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Includes $11,040 for auto allowance, $9,200 for 401(k) plan matching contributions, $6,000 for patent bonus awards and $12,266 for tax preparation advice and services
and insurance premiums paid by the Company.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Represents the grant date fair value of stock options granted to Mr. Schwartz in connection with his hire date in February 2009.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(9) | Includes $11,040 for auto allowance, $9,200 for 401(k) plan matching contributions and $14,896 for insurance premiums paid by the Company.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Includes a $119,038 severance payment made in connection with Mr. Lams termination on September 30, 2010, $17,748 of vacation pay-out, $8,280 for auto
allowance, $9,200 for 401(k) plan matching contributions and $16,288 for tax preparation advice and services and insurance premiums paid by the Company.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Represents the grant date fair value of stock options granted to Mr. Lam in connection with his hire date in July 2008.
|---- | -----------------------------------------------------------------------------------------------------------------------

|(12) | Includes a $129,050 severance payment made in connection with Mr. Lams termination on September 30, 2010, $9,182 of vacation pay-out, $8,280 for auto
allowance, $9,200 for 401(k) plan matching contributions and $16,828 for tax preparation advice and services and insurance premiums paid by the Company.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Grants of Plan-Based Awards for 2010

The following table provides information regarding grants of stock options, RSUs and other plan based awards to each of our named
executive officers during the fiscal year ended December 31, 2010. All stock options and RSUs were granted under our 2005 Plan.



|                                                                                  |  |               |           |  |                                                                |   |   |                                                                |   |   |                                                                      |  |   |                                                |   |  |                                                  |        |   |  |  |   |        |  |   |   |      |  |   |         |         | 
|--------------------------------------------------------------------------------- |  | ------------- | --------- |  | -------------------------------------------------------------- | - | - | -------------------------------------------------------------- | - | - | -------------------------------------------------------------------- |  | - | ---------------------------------------------- | - |  | ------------------------------------------------ | ------ | - |  |  | - | ------ |  | - | - | ---- |  | - | ------- | ------- | 
|Name                                                                              |  | Grant Date    |           |  | Estimated Future Payouts UnderNon-Equity Incentive Plan Awards |   |   | All Other
Stock
Awards:
Number of Shares of Stock or
Units (#) |   |   | All Other
Option
Awards:
Number of
Securities
Underlying Options (#) |  |   | Exercise
or Base
Price of
Option
Awards ($/Sh) |   |  | Grant
Date Fair
Value of
Stock
and
Option Awards |       
|                                                                                  |  | Threshold
($) |           |  | Target
($)                                                     |   |   | Maximum
($)                                                    |   |   |                                                                      |  |  
|Richard K. Williams                                                               |  |               | 2/3/2010  |  |                                                                | $ |  |                                                                |   | $ | 295,213                                                              |  |   | $                                              |  |  |                                                  |        |  |  |  |   |       |  |   | $ |     |  |   | $       |        | 
|President, Chief Executive Officer and Chief Technical Officer                    |  |               | 2/9/2010  |  |                                                                | $ |  |                                                                |   | $ |                                                                     |  |   | $                                              |  |  |                                                  |        |  |  |  |   | 80,000 |  |   | $ | 3.33 |  |   | $       | 143,560 | 
|                                                                                  |  | 7/27/2010     |           |  | $                                                              |  |   |                                                                | $ |  |                                                                      |  | $ |                                               |   |  |                                                  | 60,000 |   |  |  |  |        |  | $ |  |      |  | $ | 202,200 |        
|                                                                                  |  | 10/20/2010    |           |  | $                                                              |  |   |                                                                | $ |  |                                                                      |  | $ |                                               |   |  |                                                  | 80,000 |   |  |  |  |        |  | $ |  |      |  | $ | 308,800 |        
|                                                                                  |  |               |           |  |                                                                |   |   |                                                               
|Brian R. McDonald                                                                 |  |               | 2/3/2010  |  |                                                                | $ |  |                                                                |   | $ | 196,412                                                              |  |   | $                                              |  |  |                                                  |        |  |  |  |   |       |  |   | $ |     |  |   | $       |        | 
|Former Chief Financial Officer, Vice President of Worldwide Finance and Secretary |  |               | 2/9/2010  |  |                                                                | $ |  |                                                                |   | $ |                                                                     |  |   | $                                              |  |  |                                                  |        |  |  |  |   | 60,000 |  |   | $ | 3.33 |  |   | $       | 107,670 | 
|                                                                                  |  | 7/27/2010     |           |  | $                                                              |  |   |                                                                | $ |  |                                                                      |  | $ |                                               |   |  |                                                  | 50,000 |   |  |  |  |        |  | $ |  |      |  | $ | 168,500 |        
|                                                                                  |  | 10/20/2010    |           |  | $                                                              |  |   |                                                                | $ |  |                                                                      |  | $ |                                               |   |  |                                                  | 60,000 |   |  |  |  |        |  | $ |  |      |  | $ | 231,600 |        
|                                                                                  |  |               |           |  |                                                                |   |   |                                                                |   |   |                                                                      |  |   |                                                |   |  |                                                  |        |   |  |  |   |        |  |   |   |      |  |   |         |        
|                                                                                  |  |               |           |  |                                                                |   |   |                                                               
|Kevin DAngelo                                                                    |  |               | 2/3/2010  |  |                                                                | $ |  |                                                                |   | $ | 119,038                                                              |  |   | $                                              |  |  |                                                  |        |  |  |  |   |       |  |   | $ |     |  |   | $       |        | 
|Vice President of Advanced Products and Fellow                                    |  |               | 2/9/2010  |  |                                                                | $ |  |                                                                |   | $ |                                                                     |  |   | $                                              |  |  |                                                  |        |  |  |  |   | 20,000 |  |   | $ | 3.33 |  |   | $       | 35,890  | 
|                                                                                  |  | 10/20/2010    |           |  | $                                                              |  |   |                                                                | $ |  |                                                                      |  | $ |                                               |   |  |                                                  | 30,000 |   |  |  |  |        |  | $ |  |      |  | $ | 115,800 |        
|                                                                                  |  |               |           |  |                                                                |   |   |                                                               
|Dr. Jun-Wei Chen                                                                  |  |               | 2/3/2010  |  |                                                                | $ |  |                                                                |   | $ | 100,944                                                              |  |   | $                                              |  |  |                                                  |        |  |  |  |   |       |  |   | $ |     |  |   | $       |        | 
|Vice President of Technology                                                      |  |               | 2/9/2010  |  |                                                                | $ |  |                                                                |   | $ |                                                                     |  |   | $                                              |  |  |                                                  |        |  |  |  |   | 20,000 |  |   | $ | 3.33 |  |   | $       | 35,890  | 
|                                                                                  |  | 10/20/2010    |           |  | $                                                              |  |   |                                                                | $ |  |                                                                      |  | $ |                                               |   |  |                                                  | 30,000 |   |  |  |  |        |  | $ |  |      |  | $ | 115,800 |        
|                                                                                  |  |               |           |  |                                                                |   |   |                                                               
|David Schwartz                                                                    |  |               | 2/13/2010 |  |                                                                | $ |  |                                                                |   | $ | 122,502                                                              |  |   | $                                              |  |  |                                                  |        |  |  |  |   |       |  |   | $ |     |  |   | $       |        | 
|Former Vice President of Worldwide Sales                                          |  |               | 2/9/2010  |  |                                                                | $ |  |                                                                |   | $ |                                                                     |  |   | $                                              |  |  |                                                  |        |  |  |  |   | 40,000 |  |   | $ | 3.33 |  |   | $       | 71,780  | 
|                                                                                  |  | 10/20/2010    |           |  | $                                                              |  |   |                                                                | $ |  |                                                                      |  | $ |                                               |   |  |                                                  | 35,000 |   |  |  |  |        |  | $ |  |      |  | $ | 135,100 |        
|                                                                                  |  |               |           |  |                                                                |   |   |                                                               
|Allen K. Lam                                                                      |  |               | 2/3/2010  |  |                                                                | $ |  |                                                                |   | $ | 119,038                                                              |  |   | $                                              |  |  |                                                  |        |  |  |  |   |       |  |   | $ |     |  |   | $       |        | 
|Former Vice President of Worldwide Operations                                     |  |               | 2/9/2010  |  |                                                                | $ |  |                                                                |   | $ |                                                                     |  |   | $                                              |  |  |                                                  |        |  |  |  |   | 20,000 |  |   | $ | 3.33 |  |   | $       | 35,890  | 
|                                                                                  |  | 9/22/2010     |           |  | $                                                              |  |   |                                                                | $ |  |                                                                      |  | $ |                                               |   |  |                                                  | 30,000 |   |  |  |  |        |  | $ |  |      |  | $ | 101,700 |        
|                                                                                  |  |               |           |  |                                                                |   |   |                                                               
|Edward Lam                                                                        |  |               | 2/3/2010  |  |                                                                | $ |  |                                                                |   | $ | 129,050                                                              |  |   | $                                              |  |  |                                                  |        |  |  |  |   |       |  |   | $ |     |  |   | $       |        | 
|Former Vice President of Marketing and Engineering                                |  |               | 2/9/2010  |  |                                                                | $ |  |                                                                |   | $ |                                                                     |  |   | $                                              |  |  |                                                  |        |  |  |  |   | 40,000 |  |   | $ | 3.33 |  |   | $       | 71,780  | 
|                                                                                  |  | 9/22/2010     |           |  | $                                                              |  |   |                                                                | $ |  |                                                                      |  | $ |                                               |   |  |                                                  | 30,000 |   |  |  |  |        |  | $ |  |      |  | $ | 101,700 |        



-13-



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##### Table of Contents

Outstanding Equity Awards at Fiscal Year-End

The following table presents certain information concerning the outstanding stock options and stock awards (RSUs) held as of
December 31, 2010 by each named executive officer.



|                                                                                  |  |                   |            |  |                                                                     |         |         |                                                                       |  |        |                           |  |   |                        |       |  |                                                           |            |            |                                                               |  |        |                                                                                                     |  |   |                                                                                                                     |   |  |  |   |   |  |   |   |   | 
|--------------------------------------------------------------------------------- |  | ----------------- | ---------- |  | ------------------------------------------------------------------- | ------- | ------- | --------------------------------------------------------------------- |  | ------ | ------------------------- |  | - | ---------------------- | ----- |  | --------------------------------------------------------- | ---------- | ---------- | ------------------------------------------------------------- |  | ------ | --------------------------------------------------------------------------------------------------- |  | - | ------------------------------------------------------------------------------------------------------------------- | - |  |  | - | - |  | - | - | - | 
|                                                                                  |  | OPTION AWARDS     |            |  | STOCK AWARDS                                                        |        
|Name                                                                              |  | Option
Grant Date |            |  | Number of
Securities
Underlying
Unexercised
Options (#) Exercisable |         |         | Number of
Securities
Underlying
Unexercised
Options (#) Unexercisable |  |        | Option Exercise
Price ($) |  |   | Option Expiration
Date |       |  | Number of
Shares or
Units ofStock ThatHave Not
Yet Vested |            |            | Market Value of Shares or
Units of
Stock That Have Not
Vested |  |        | Equity Incentive Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not Vested |  |   | Equity Incentive Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights That Have Not
Vested |  
|Richard K. Williams                                                               |  |                   | 11/24/2003 |  |                                                                     |         | 380,250 |                                                                       |  |        |                          |  |   | $                      | 0.46  |  |                                                           |            | 11/24/2013 |                                                               |  |        |                                                                                                    |  |   | $                                                                                                                   |  |  |  |   |  |  |   | $ |  | 
|President, Chief Executive Officer and Chief Technical Officer                    |  |                   | 9/14/2004  |  |                                                                     |         | 450,000 |                                                                       |  |        |                          |  |   | $                      | 0.46  |  |                                                           |            | 9/14/2014  |                                                               |  |        |                                                                                                    |  |   | $                                                                                                                   |  |  |  |   |  |  |   | $ |  | 
|                                                                                  |  | 10/26/2005        |            |  |                                                                     | 190,000 |         |                                                                       |  |       |                           |  | $ | 12.34                  |       |  |                                                           | 10/26/2015 |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 11/6/2006         |            |  |                                                                     | 100,000 |         |                                                                       |  |       |                           |  | $ | 5.71                   |       |  |                                                           | 11/3/2016  |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 10/31/2007        |            |  |                                                                     | 62,500  |         |                                                                       |  | 62,500 |                           |  | $ | 12.08                  |       |  |                                                           | 10/31/2017 |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 10/29/2008        |            |  |                                                                     | 87,500  |         |                                                                       |  | 87,500 |                           |  | $ | 3.08                   |       |  |                                                           | 10/29/2018 |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 2/10/2009         |            |  |                                                                     | 20,000  |         |                                                                       |  |       |                           |  | $ | 2.83                   |       |  |                                                           | 2/10/2019  |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 7/27/2009         |            |  |                                                                     | 25,000  |         |                                                                       |  | 55,000 |                           |  | $ | 4.87                   |       |  |                                                           | 7/27/2019  |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 2/9/2010          |            |  |                                                                     |        |         |                                                                       |  | 80,000 |                           |  | $ | 3.33                   |       |  |                                                           | 2/3/2020   |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 7/27/2010         |            |  |                                                                     |        |         |                                                                       |  |       |                           |  | $ |                       |       |  |                                                           |           |            |                                                               |  | 60,000 |                                                                                                     |  | $ | 240,000                                                                                                             |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 10/20/2010        |            |  |                                                                     |        |         |                                                                       |  |       |                           |  | $ |                       |       |  |                                                           |           |            |                                                               |  | 80,000 |                                                                                                     |  | $ | 320,800                                                                                                             |   |  |  |  |   |  | $ |  |  
|                                                                                  |  |                   |            |  |                                                                     |         |         |                                                                       | 
|Brian R. McDonald                                                                 |  |                   | 10/26/2005 |  |                                                                     |         | 110,000 |                                                                       |  |        |                          |  |   | $                      | 12.34 |  |                                                           |            | 10/26/2015 |                                                               |  |        |                                                                                                    |  |   | $                                                                                                                   |  |  |  |   |  |  |   | $ |  | 
|Former Chief Financial Officer, Vice President of Worldwide Finance and Secretary |  |                   | 11/6/2006  |  |                                                                     |         | 100,000 |                                                                       |  |        |                          |  |   | $                      | 5.71  |  |                                                           |            | 11/3/2016  |                                                               |  |        |                                                                                                    |  |   | $                                                                                                                   |  |  |  |   |  |  |   | $ |  | 
|                                                                                  |  | 10/31/2007        |            |  |                                                                     | 50,000  |         |                                                                       |  | 50,000 |                           |  | $ | 12.08                  |       |  |                                                           | 10/31/2017 |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 10/29/2008        |            |  |                                                                     | 62,500  |         |                                                                       |  | 62,500 |                           |  | $ | 3.08                   |       |  |                                                           | 10/29/2018 |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 2/10/2009         |            |  |                                                                     | 17,500  |         |                                                                       |  |       |                           |  | $ | 2.83                   |       |  |                                                           | 2/10/2019  |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 7/27/2009         |            |  |                                                                     | 18,750  |         |                                                                       |  | 41,250 |                           |  | $ | 4.87                   |       |  |                                                           | 7/27/2019  |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 2/9/2010          |            |  |                                                                     |        |         |                                                                       |  | 60,000 |                           |  | $ | 3.33                   |       |  |                                                           | 2/3/2020   |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 7/27/2010         |            |  |                                                                     |        |         |                                                                       |  |       |                           |  | $ |                       |       |  |                                                           |           |            |                                                               |  | 50,000 |                                                                                                     |  | $ | 200,000                                                                                                             |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 10/20/2010        |            |  |                                                                     |        |         |                                                                       |  |       |                           |  | $ |                       |       |  |                                                           |           |            |                                                               |  | 60,000 |                                                                                                     |  | $ | 240,600                                                                                                             |   |  |  |  |   |  | $ |  |  
|                                                                                  |  |                   |            |  |                                                                     |         |         |                                                                       | 
|Kevin DAngelo                                                                    |  |                   | 10/26/2005 |  |                                                                     |         | 90,000  |                                                                       |  |        |                          |  |   | $                      | 12.34 |  |                                                           |            | 10/26/2015 |                                                               |  |        |                                                                                                    |  |   | $                                                                                                                   |  |  |  |   |  |  |   | $ |  | 
|Vice President of Advanced Products and Fellow                                    |  |                   | 11/6/2006  |  |                                                                     |         | 50,000  |                                                                       |  |        |                          |  |   | $                      | 5.71  |  |                                                           |            | 11/3/2016  |                                                               |  |        |                                                                                                    |  |   | $                                                                                                                   |  |  |  |   |  |  |   | $ |  | 
|                                                                                  |  | 10/31/2007        |            |  |                                                                     | 25,000  |         |                                                                       |  | 25,000 |                           |  | $ | 12.08                  |       |  |                                                           | 10/31/2017 |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 10/29/2008        |            |  |                                                                     | 37,500  |         |                                                                       |  | 37,500 |                           |  | $ | 3.08                   |       |  |                                                           | 10/29/2018 |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 1/12/2009         |            |  |                                                                     | 14,800  |         |                                                                       |  |       |                           |  | $ | 2.98                   |       |  |                                                           | 1/12/2019  |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 2/26/2009         |            |  |                                                                     | 8,750   |         |                                                                       |  | 11,250 |                           |  | $ | 3.04                   |       |  |                                                           | 2/26/2019  |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 7/27/2009         |            |  |                                                                     | 12,500  |         |                                                                       |  | 27,500 |                           |  | $ | 4.87                   |       |  |                                                           | 7/27/2019  |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 2/9/2010          |            |  |                                                                     |        |         |                                                                       |  | 20,000 |                           |  | $ | 3.33                   |       |  |                                                           | 2/3/2020   |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 10/20/2010        |            |  |                                                                     |        |         |                                                                       |  |       |                           |  | $ |                       |       |  |                                                           |           |            |                                                               |  | 30,000 |                                                                                                     |  | $ | 120,300                                                                                                             |   |  |  |  |   |  | $ |  |  
|                                                                                  |  |                   |            |  |                                                                     |         |         |                                                                       | 
|Dr. Jun-Wei Chen                                                                  |  |                   | 2/3/2005   |  |                                                                     |         | 75,000  |                                                                       |  |        |                          |  |   | $                      | 6.00  |  |                                                           |            | 2/23/2015  |                                                               |  |        |                                                                                                    |  |   | $                                                                                                                   |  |  |  |   |  |  |   | $ |  | 
|Vice President of Technology                                                      |  |                   | 10/26/2005 |  |                                                                     |         | 70,000  |                                                                       |  |        |                          |  |   | $                      | 12.34 |  |                                                           |            | 10/26/2015 |                                                               |  |        |                                                                                                    |  |   | $                                                                                                                   |  |  |  |   |  |  |   | $ |  | 
|                                                                                  |  | 11/6/2006         |            |  |                                                                     | 37,500  |         |                                                                       |  |       |                           |  | $ | 5.71                   |       |  |                                                           | 11/3/2016  |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 10/31/2007        |            |  |                                                                     | 25,000  |         |                                                                       |  | 25,000 |                           |  | $ | 12.08                  |       |  |                                                           | 10/31/2017 |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 10/29/2008        |            |  |                                                                     | 37,500  |         |                                                                       |  | 37,500 |                           |  | $ | 3.08                   |       |  |                                                           | 10/29/2018 |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 1/12/2009         |            |  |                                                                     | 12,500  |         |                                                                       |  |       |                           |  | $ | 2.98                   |       |  |                                                           | 1/12/2019  |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 7/27/2009         |            |  |                                                                     | 6,250   |         |                                                                       |  | 13,750 |                           |  | $ | 4.87                   |       |  |                                                           | 7/27/2019  |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 2/9/2010          |            |  |                                                                     |        |         |                                                                       |  | 20,000 |                           |  | $ | 3.33                   |       |  |                                                           | 2/3/2020   |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 10/20/2010        |            |  |                                                                     |        |         |                                                                       |  |       |                           |  | $ |                       |       |  |                                                           |           |            |                                                               |  | 30,000 |                                                                                                     |  | $ | 120,300                                                                                                             |   |  |  |  |   |  | $ |  |  
|                                                                                  |  |                   |            |  |                                                                     |         |         |                                                                       | 
|David Schwartz                                                                    |  |                   | 2/3/2009   |  |                                                                     |         | 98,437  |                                                                       |  |        | 126,563                   |  |   | $                      | 3.31  |  |                                                           |            | 2/3/2019   |                                                               |  |        |                                                                                                    |  |   | $                                                                                                                   |  |  |  |   |  |  |   | $ |  | 
|Former Vice President of Worldwide Sales                                          |  |                   | 7/27/2009  |  |                                                                     |         | 6,250   |                                                                       |  |        | 13,750                    |  |   | $                      | 4.87  |  |                                                           |            | 7/27/2019  |                                                               |  |        |                                                                                                    |  |   | $                                                                                                                   |  |  |  |   |  |  |   | $ |  | 
|                                                                                  |  | 2/9/2010          |            |  |                                                                     |        |         |                                                                       |  | 40,000 |                           |  | $ | 3.33                   |       |  |                                                           | 2/3/2020   |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 10/20/2010        |            |  |                                                                     |        |         |                                                                       |  |       |                           |  | $ |                       |       |  |                                                           |           |            |                                                               |  | 35,000 |                                                                                                     |  | $ | 140,350                                                                                                             |   |  |  |  |   |  | $ |  |  
|                                                                                  |  |                   |            |  |                                                                     |         |         |                                                                       | 
|Allen K. Lam                                                                      |  |                   | 10/26/2005 |  |                                                                     |         | 100,000 |                                                                       |  |        |                          |  |   | $                      | 12.34 |  |                                                           |            | 9/30/2012  |                                                               |  |        |                                                                                                    |  |   | $                                                                                                                   |  |  |  |   |  |  |   | $ |  | 
|Former Vice President of Worldwide Operations                                     |  |                   | 11/6/2006  |  |                                                                     |         | 80,000  |                                                                       |  |        |                          |  |   | $                      | 5.71  |  |                                                           |            | 9/30/2012  |                                                               |  |        |                                                                                                    |  |   | $                                                                                                                   |  |  |  |   |  |  |   | $ |  | 
|                                                                                  |  | 10/31/2007        |            |  |                                                                     | 25,000  |         |                                                                       |  |       |                           |  | $ | 12.08                  |       |  |                                                           | 9/30/2012  |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 10/29/2008        |            |  |                                                                     | 42,187  |         |                                                                       |  |       |                           |  | $ | 3.08                   |       |  |                                                           | 9/30/2012  |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 2/10/2009         |            |  |                                                                     | 15,000  |         |                                                                       |  |       |                           |  | $ | 2.83                   |       |  |                                                           | 9/30/2012  |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 7/27/2009         |            |  |                                                                     | 7,500   |         |                                                                       |  |       |                           |  | $ | 4.87                   |       |  |                                                           | 9/30/2012  |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 2/9/2010          |            |  |                                                                     | 5,000   |         |                                                                       |  |       |                           |  | $ | 3.33                   |       |  |                                                           | 9/30/2012  |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 9/22/2010         |            |  |                                                                     |        |         |                                                                       |  |       |                           |  | $ |                       |       |  |                                                           |           |            |                                                               |  | 22,500 |                                                                                                     |  | $ | 90,225                                                                                                              |   |  |  |  |   |  | $ |  |  
|                                                                                  |  |                   |            |  |                                                                     |         |         |                                                                       | 
|Edward Lam                                                                        |  |                   | 7/28/2008  |  |                                                                     |         | 175,000 |                                                                       |  |        |                          |  |   | $                      | 4.26  |  |                                                           |            | 9/30/2012  |                                                               |  |        |                                                                                                    |  |   | $                                                                                                                   |  |  |  |   |  |  |   | $ |  | 
|Former Vice President of Marketing and Engineering                                |  |                   | 10/29/2008 |  |                                                                     |         | 14,062  |                                                                       |  |        |                          |  |   | $                      | 3.08  |  |                                                           |            | 9/30/2012  |                                                               |  |        |                                                                                                    |  |   | $                                                                                                                   |  |  |  |   |  |  |   | $ |  | 
|                                                                                  |  | 1/12/2009         |            |  |                                                                     | 16,000  |         |                                                                       |  |       |                           |  | $ | 2.98                   |       |  |                                                           | 9/30/2012  |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 7/27/2009         |            |  |                                                                     | 15,000  |         |                                                                       |  |       |                           |  | $ | 4.87                   |       |  |                                                           | 9/30/2012  |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 2/9/2010          |            |  |                                                                     | 10,000  |         |                                                                       |  |       |                           |  | $ | 3.33                   |       |  |                                                           | 9/30/2012  |            |                                                               |  |       |                                                                                                     |  | $ |                                                                                                                    |   |  |  |  |   |  | $ |  |  
|                                                                                  |  | 9/22/2010         |            |  |                                                                     |        |         |                                                                       |  |       |                           |  | $ |                       |       |  |                                                           |           |            |                                                               |  | 22,500 |                                                                                                     |  | $ | 90,225                                                                                                              |   |  |  |  |   |  | $ |  |  



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Option Exercises and Vested Stock Awards

The following table presents certain information concerning the exercise of options and vesting of stock awards (RSUs) by each of
our named executive officers during the fiscal year ended December 31, 2010, including the value of gains on exercise and the value of the stock awards.



|                                                                                  |  |                                        |   |  |                             |   |   |                                       |  |  |                              |  |  |   |        | 
|--------------------------------------------------------------------------------- |  | -------------------------------------- | - |  | --------------------------- | - | - | ------------------------------------- |  |  | ---------------------------- |  |  | - | ------ | 
|                                                                                  |  | Option Awards                          |   |  | Stock Awards                |  
|Name                                                                              |  | Number ofSharesAcquired onExercise (#) |   |  | ValueRealized onExercise($) |   |   | Number ofSharesAcquired onVesting (#) |  |  | Value Realized 
onVesting($) | 
|Richard K. Williams                                                               |  |                                        |  |  |                             | $ |  |                                       |  |  |                             |  |  | $ |       | 
|President, Chief Executive Officer and Chief Technical Officer                    |  |                                        |   |  |                             |   |   |                                       |  |  |                              |  |  |   |        | 
|                                                                                  |  |                                        |   | 
|Brian R. McDonald                                                                 |  |                                        |  |  |                             | $ |  |                                       |  |  |                             |  |  | $ |       | 
|Former Chief Financial Officer, Vice President of Worldwide Finance and
Secretary |  |                                        |   |  |                             |   |   |                                       |  |  |                              |  |  |   |        | 
|                                                                                  |  |                                        |   | 
|Kevin DAngelo                                                                    |  |                                        |  |  |                             | $ |  |                                       |  |  |                             |  |  | $ |       | 
|Vice President of Advanced Products and Fellow                                    |  |                                        |   |  |                             |   |   |                                       |  |  |                              |  |  |   |        | 
|                                                                                  |  |                                        |   | 
|Dr. Jun-Wei Chen                                                                  |  |                                        |  |  |                             | $ |  |                                       |  |  |                             |  |  | $ |       | 
|Vice President of Technology                                                      |  |                                        |   |  |                             |   |   |                                       |  |  |                              |  |  |   |        | 
|                                                                                  |  |                                        |   | 
|David Schwartz                                                                    |  |                                        |  |  |                             | $ |  |                                       |  |  |                             |  |  | $ |       | 
|Former Vice President of Worldwide Sales                                          |  |                                        |   |  |                             |   |   |                                       |  |  |                              |  |  |   |        | 
|                                                                                  |  |                                        |   | 
|Allen K. Lam                                                                      |  |                                        |  |  |                             | $ |  |                                       |  |  | 7,500                        |  |  | $ | 30,075 | 
|Former Vice President of Worldwide Operations                                     |  |                                        |   |  |                             |   |   |                                       |  |  |                              |  |  |   |        | 
|                                                                                  |  |                                        |   | 
|Edward Lam                                                                        |  |                                        |  |  |                             | $ |  |                                       |  |  | 7,500                        |  |  | $ | 30,075 | 
|Former Vice President of Marketing and Engineering                                |  |                                        |   |  |                             |   |   |                                       |  |  |                              |  |  |   |        | 

Director Compensation

The following table presents the compensation received by our directors for fiscal year 2010:



|                         |  |                              |        |  |                            |   |        |                           |  |   |           |  |  |   |         | 
|------------------------ |  | ---------------------------- | ------ |  | -------------------------- | - | ------ | ------------------------- |  | - | --------- |  |  | - | ------- | 
|Name                     |  | FeesEarned orPaid inCash ($) |        |  | OptionAwards 
($)(1)(2)(3) |   |        | StockAwards 
($)(1)(2)(4) |  |   | Total ($) | 
|Samuel J. Anderson       |  | $                            | 79,610 |  |                            | $ | 87,115 |                           |  | $ | 202,200   |  |  | $ | 368,925 | 
|Jason L. Carlson         |  | $                            | 10,750 |  |                            | $ |       |                           |  | $ | 182,000   |  |  | $ | 192,750 | 
|Jaff Lin                 |  | $                            | 63,810 |  |                            | $ | 3,811  |                           |  | $ | 50,550    |  |  | $ | 118,171 | 
|Thomas P. Redfern        |  | $                            | 62,310 |  |                            | $ | 65,336 |                           |  | $ | 50,550    |  |  | $ | 178,196 | 
|Chandramohan Subramaniam |  | $                            | 57,810 |  |                            | $ | 3,811  |                           |  | $ | 50,550    |  |  | $ | 112,171 | 
|Thomas Weatherford(5)    |  | $                            | 81,610 |  |                            | $ | 3,811  |                           |  | $ | 168,500   |  |  | $ | 253,921 | 



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|(1) | Reflects the full grant date fair value of stock options and restricted stock units granted as measured in accordance with FASB Accounting Standards Codification (ASC)
Topic 718, Stock Compensation (formerly FASB Statement 123(R)). These amounts do not represent the actual amounts paid to or realized by the Named Executive Officers during fiscal 2010. The assumptions used in the valuation of these
awards are set forth in the notes to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on February 25, 2011.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | In fiscal year 2010, our non-employee directors received the following option awards and stock awards (RSUs):
|--- | --------------------------------------------------------------------------------------------------------------



|                         |  |            |            |  |                                                                |  |        |                                                      |  |  |                                |  |  |                                              |      |  |  |   |         | 
|------------------------ |  | ---------- | ---------- |  | -------------------------------------------------------------- |  | ------ | ---------------------------------------------------- |  |  | ------------------------------ |  |  | -------------------------------------------- | ---- |  |  | - | ------- | 
|Name                     |  | Grant Date |            |  | Restricted Stock UnitAwards: Number ofShares of Stock or Units |  |        | Option Awards:Number of SecuritiesUnderlying Options |  |  | Exercise Price ofOption Awards |  |  | Grant DateFairValue of Stockand OptionAwards |     
|Samuel J. Anderson       |  |            | 5/24/2010  |  |                                                                |  |       |                                                      |  |  | 48,000                         |  |  | $                                            | 3.41 |  |  | $ | 87,115  | 
|                         |  |            | 7/27/2010  |  |                                                                |  | 60,000 |                                                      |  |  |                               |  |  | $                                            |     |  |  | $ | 202,200 | 
|Jason L. Carlson         |  |            | 11/19/2010 |  |                                                                |  | 50,000 |                                                      |  |  |                               |  |  | $                                            |     |  |  | $ | 182,000 | 
|Jaff Lin                 |  |            | 5/24/2010  |  |                                                                |  |       |                                                      |  |  | 2,100                          |  |  | $                                            | 3.41 |  |  | $ | 3,811   | 
|                         |  |            | 7/27/2010  |  |                                                                |  | 15,000 |                                                      |  |  |                               |  |  | $                                            |     |  |  | $ | 50,550  | 
|Thomas P. Redfern        |  |            | 5/24/2010  |  |                                                                |  |       |                                                      |  |  | 36,000                         |  |  | $                                            | 3.41 |  |  | $ | 65,336  | 
|                         |  |            | 7/27/2010  |  |                                                                |  | 15,000 |                                                      |  |  |                               |  |  | $                                            |     |  |  | $ | 50,550  | 
|Chandramohan Subramaniam |  |            | 5/24/2010  |  |                                                                |  |       |                                                      |  |  | 2,100                          |  |  | $                                            | 3.41 |  |  | $ | 3,811   | 
|                         |  |            | 7/27/2010  |  |                                                                |  | 15,000 |                                                      |  |  |                               |  |  | $                                            |     |  |  | $ | 50,550  | 
|Thomas Weatherford       |  |            | 5/24/2010  |  |                                                                |  |       |                                                      |  |  | 2,100                          |  |  | $                                            | 3.41 |  |  | $ | 3,811   | 
|                         |  |            | 7/27/2010  |  |                                                                |  | 50,000 |                                                      |  |  |                               |  |  | $                                            |     |  |  | $ | 168,500 | 



|(3) | As of December 31, 2010, the aggregate number of shares underlying options outstanding for each of our non-employee directors was:
|--- | ----------------------------------------------------------------------------------------------------------------------------------



|                         |  |                                                         |         | 
|------------------------ |  | ------------------------------------------------------- | ------- | 
|Name                     |  | Aggregate Number ofShares UnderlyingOptions Outstanding |        
|Samuel J. Anderson       |  |                                                         | 207,800 | 
|Jason L. Carlson         |  |                                                         |        | 
|Jaff Lin                 |  |                                                         | 98,300  | 
|Thomas P. Redfern        |  |                                                         | 94,100  | 
|Chandramohan Subramaniam |  |                                                         | 72,200  | 
|Thomas Weatherford       |  |                                                         | 213,900 | 



|(4) | As of December 31, 2010, the aggregate number of shares underlying stock awards (RSUs) outstanding for each of our non-employee directors was:
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------



|                         |  |                                                        |        | 
|------------------------ |  | ------------------------------------------------------ | ------ | 
|Name                     |  | Aggregate Number ofShares of Stock orUnits Outstanding |       
|Samuel J. Anderson       |  |                                                        | 56,250 | 
|Jason L. Carlson         |  |                                                        | 50,000 | 
|Jaff Lin                 |  |                                                        | 14,063 | 
|Thomas P. Redfern        |  |                                                        | 14,063 | 
|Chandramohan Subramaniam |  |                                                        | 14,063 | 
|Thomas Weatherford       |  |                                                        | 46,875 | 



|(5) | Mr. Weatherford served as a director from July 2004 until February 2, 2011. On February 2, 2011, Mr. Weatherford retired from his position as a
member of the Companys Board of Directors, as Chair of the Audit Committee, and as a member of the Corporate Governance and Nominating Committee, effective as of such date.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Standard Director Compensation Arrangements

We use a combination of cash and equity compensation to attract and retain qualified candidates to serve on our Board. Our Board conducts
an annual review of director compensation and, if appropriate, recommends any changes in the type or amount of compensation to the Board. In reviewing director compensation, our Board takes into consideration the compensation paid to non-employee
directors of comparable companies, including competitive non-employee director compensation data and analyses prepared by compensation consulting firms and the specific duties and committee responsibilities of particular directors. In addition, the
Compensation Committee may make recommendations or approve changes in director compensation in connection with the Compensation Committees administration and oversight of our 2005 Plan. Any change in director compensation is approved by the
Board.

Cash Compensation

Non-employee directors receive annual cash fees for service on the Board and for acting as a chairperson of certain of its committees. The following table provides information regarding the amount of
annual cash fees paid in fiscal 2009 and fiscal 2010.



|                                                          |  |                        |        | 
|--------------------------------------------------------- |  | ---------------------- | ------ | 
|Position                                                  |  | AnnualCashFeesPaid ($) |       
|Member of the Board of Directors                          |  | $                      | 25,810 | 
|Audit Committee Chairperson                               |  | $                      | 17,800 | 
|Corporate Governance and Nominating Committee Chairperson |  | $                      | 17,800 | 

Equity
Compensation

In fiscal 2010, our non-employee directors received automatic grants of options to purchase shares of our
common stock pursuant to our 2005 Plan. The 2005 Plan provides for an automatic grant to outside directors of an option to purchase 36,000 shares, or the initial option on the date the person first becomes an outside director and again upon the
commencement of each additional three-year term of service on our Board. Outside directors also will receive an additional option to purchase 2,100 shares, or the annual option, on the date of each annual meeting of stockholders, provided he or she
will have served on our Board for at least the preceding six months. Each initial option will vest and become exercisable as to one-third of the shares subject to the option on each annual anniversary of its date of grant and each annual option will
vest and become exercisable as to 50% of the shares subject to such option grant on each anniversary of its date of grant, provided the participant continues to serve as a director through such dates. Each outside director appointed as chairperson
of our Audit Committee, Corporate Governance & Nominating Committee and/or our Board will be granted an option to purchase 12,000 shares (with respect to each position) on or about the date on which the person first is appointed to such
position and again upon the commencement of each additional three-year term of service at such position. In 2010, members of the Board of Directors also received the following one-time grant of restricted stock units which vest quarterly over 4
years:



|                         |  |            |           |  |                                                              |  |        |       |  |   |                                                   |  |  |   |         | 
|------------------------ |  | ---------- | --------- |  | ------------------------------------------------------------ |  | ------ | ----- |  | - | ------------------------------------------------- |  |  | - | ------- | 
|Name                     |  | Grant Date |           |  | Restricted StockUnit Awards:Number ofShares of Stockor Units |  |        | Price |  |   | Grant DateFair Value ofRestrictedStock UnitAwards | 
|Samuel J. Anderson       |  |            | 7/27/2010 |  |                                                              |  | 60,000 |       |  | $ |                                                  |  |  | $ | 202,200 | 
|Jaff Lin                 |  |            | 7/27/2010 |  |                                                              |  | 15,000 |       |  | $ |                                                  |  |  | $ | 50,550  | 
|Thomas P. Redfern        |  |            | 7/27/2010 |  |                                                              |  | 15,000 |       |  | $ |                                                  |  |  | $ | 50,550  | 
|Chandramohan Subramaniam |  |            | 7/27/2010 |  |                                                              |  | 15,000 |       |  | $ |                                                  |  |  | $ | 50,550  | 
|Thomas Weatherford       |  |            | 7/27/2010 |  |                                                              |  | 50,000 |       |  | $ |                                                  |  |  | $ | 168,500 | 



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Potential Payments Upon Termination or Change of Control

The following tables show the potential payments and benefits that we or our successor would be obligated to make or provide upon
termination of employment of each of our named executive officers pursuant to the terms of such named executive officers amended and restated change of control agreement. For purposes of these tables, it is assumed that each named executive
officers employment terminated at the close of business on the last day of our fiscal year 2010. The value of accelerated stock options is calculated by multiplying the number of unvested shares subject to acceleration by the difference
between the exercise price and the closing stock price on December 31, 2010 was $4.01. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.

Richard K. Williams,

President,
Chief Executive Officer and Chief Technical Officer



|                               |  |                                                     |           |  |                                                       |   |           |                                                                                                                   |  |   |           | 
|------------------------------ |  | --------------------------------------------------- | --------- |  | ----------------------------------------------------- | - | --------- | ----------------------------------------------------------------------------------------------------------------- |  | - | --------- | 
|                               |  | In the eventof avoluntaryresignationas of12/31/2010 |           |  | In the eventofterminationwithoutcause as of12/31/2010 |   |           | In the eventof aterminationon12/31/2010withoutcause
orconstructiveterminationwithin 12months of achange ofcontrol | 
|Base salary payment            |  | $                                                   |          |  |                                                       | $ | 12,301    |                                                                                                                   |  | $ | 295,213   | 
|Target bonus payment           |  | $                                                   |          |  |                                                       | $ |          |                                                                                                                   |  | $ | 295,213   | 
|Insurance benefits             |  | $                                                   |          |  |                                                       | $ | 385       |                                                                                                                   |  | $ | 9,250     | 
|Accrued and unpaid vacation    |  | $                                                   | 7,547     |  |                                                       | $ | 7,547     |                                                                                                                   |  | $ | 7,547     | 
|Accelerated Stock Option Value |  | $                                                   |          |  |                                                       | $ |          |                                                                                                                   |  | $ | 135,775   | 
|Accelerated RSU Value          |  | $                                                   |          |  |                                                       | $ |          |                                                                                                                   |  | $ | 560,880   | 
|Existing Vested Stock Options  |  | $                                                   | 3,052,362 |  |                                                       | $ | 3,052,362 |                                                                                                                   |  | $ | 3,052,363 | 
|Existing Vested RSU            |  | $                                                   |          |  |                                                       | $ |          |                                                                                                                   |  | $ |          | 
|Total compensation received:   |  | $                                                   | 3,059,909 |  |                                                       | $ | 3,072,595 |                                                                                                                   |  | $ | 4,356,241 | 

Brian R. McDonald

Former Chief Financial Officer, Vice President of Worldwide Finance and Secretary



|                               |  |                                                    |        |  |                                                                                                            |   |         |                                                                                                                   |  |   |           | 
|------------------------------ |  | -------------------------------------------------- | ------ |  | ---------------------------------------------------------------------------------------------------------- | - | ------- | ----------------------------------------------------------------------------------------------------------------- |  | - | --------- | 
|                               |  | In the eventof voluntaryresignationas of12/31/2010 |        |  | In the eventofterminationwithoutcause withinsix
monthsfollowingthe date onwhich CEOceases to bean employee |   |         | In the eventof aterminationon12/31/2010withoutcause
orconstructiveterminationwithin 12months of achange ofcontrol | 
|Base salary payment            |  | $                                                  |       |  |                                                                                                            | $ | 130,941 |                                                                                                                   |  | $ | 261,882   | 
|Target bonus payment           |  | $                                                  |       |  |                                                                                                            | $ |        |                                                                                                                   |  | $ | 196,412   | 
|Insurance benefits             |  | $                                                  |       |  |                                                                                                            | $ | 7,472   |                                                                                                                   |  | $ | 14,944    | 
|Accrued and unpaid vacation    |  | $                                                  | 4,910  |  |                                                                                                            | $ | 4,910   |                                                                                                                   |  | $ | 4,910     | 
|Accelerated Stock Option Value |  | $                                                  |       |  |                                                                                                            | $ | 27,281  |                                                                                                                   |  | $ | 98,925    | 
|Accelerated RSU Value          |  | $                                                  |       |  |                                                                                                            | $ |        |                                                                                                                   |  | $ | 440,600   | 
|Existing Vested Stock Options  |  | $                                                  | 78,775 |  |                                                                                                            | $ | 78,775  |                                                                                                                   |  | $ | 78,775    | 
|Existing Vested RSU            |  | $                                                  |       |  |                                                                                                            | $ |        |                                                                                                                   |  | $ |          | 
|Total compensation received:   |  | $                                                  | 83,685 |  |                                                                                                            | $ | 249,379 |                                                                                                                   |  | $ | 1,096,448 | 



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Kevin DAngelo,

Vice President of Advanced Products and Fellow



|                               |  |                                                     |        |  |                                                                                                                   |   |         | 
|------------------------------ |  | --------------------------------------------------- | ------ |  | ----------------------------------------------------------------------------------------------------------------- | - | ------- | 
|                               |  | In the eventof avoluntaryresignationas of12/31/2010 |        |  | In the eventof aterminationon12/31/2010withoutcause
orconstructiveterminationwithin 12months of achange ofcontrol |  
|Base salary payment            |  | $                                                   |       |  |                                                                                                                   | $ | 238,075 | 
|Target bonus payment           |  | $                                                   |       |  |                                                                                                                   | $ | 59,519  | 
|Insurance benefits             |  | $                                                   |       |  |                                                                                                                   | $ | 15,442  | 
|Accrued and unpaid vacation    |  | $                                                   | 9,074  |  |                                                                                                                   | $ | 9,074   | 
|Accelerated Stock Option Value |  | $                                                   |       |  |                                                                                                                   | $ | 29,694  | 
|Accelerated RSU Value          |  | $                                                   |       |  |                                                                                                                   | $ | 60,150  | 
|Existing Vested Stock Options  |  | $                                                   | 58,607 |  |                                                                                                                   | $ | 58,607  | 
|Existing Vested RSU            |  | $                                                   |       |  |                                                                                                                   | $ |        | 
|Total compensation received:   |  | $                                                   | 67,681 |  |                                                                                                                   | $ | 470,561 | 

Dr. Jun-Wei Chen,

Vice President of Technology



|                               |  |                                                     |        |  |                                                                                                                   |   |         | 
|------------------------------ |  | --------------------------------------------------- | ------ |  | ----------------------------------------------------------------------------------------------------------------- | - | ------- | 
|                               |  | In the eventof avoluntaryresignationas of12/31/2010 |        |  | In the eventof aterminationon12/31/2010withoutcause
orconstructiveterminationwithin 12months of achange ofcontrol |  
|Base salary payment            |  | $                                                   |       |  |                                                                                                                   | $ | 213,601 | 
|Target bonus payment           |  | $                                                   |       |  |                                                                                                                   | $ | 53,400  | 
|Insurance benefits             |  | $                                                   |       |  |                                                                                                                   | $ | 11,356  | 
|Accrued and unpaid vacation    |  | $                                                   | 9,881  |  |                                                                                                                   | $ | 9,881   | 
|Accelerated Stock Option Value |  | $                                                   |       |  |                                                                                                                   | $ | 24,238  | 
|Accelerated RSU Value          |  | $                                                   |       |  |                                                                                                                   | $ | 60,150  | 
|Existing Vested Stock Options  |  | $                                                   | 47,750 |  |                                                                                                                   | $ | 47,750  | 
|Existing Vested RSU            |  | $                                                   |       |  |                                                                                                                   | $ |        | 
|Total compensation received:   |  | $                                                   | 57,631 |  |                                                                                                                   | $ | 420,376 | 



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David Schwartz,

Former Vice President of Worldwide Sales



|                               |  |                                                     |        |  |                                                                                                                   |   |         | 
|------------------------------ |  | --------------------------------------------------- | ------ |  | ----------------------------------------------------------------------------------------------------------------- | - | ------- | 
|                               |  | In theevent of avoluntaryresignationas of12/31/2010 |        |  | In the eventof aterminationon12/31/2010withoutcause
orconstructiveterminationwithin 12months of achange ofcontrol |  
|Base salary payment            |  | $                                                   |       |  |                                                                                                                   | $ | 245,004 | 
|Target bonus payment           |  | $                                                   |       |  |                                                                                                                   | $ | 61,251  | 
|Insurance benefits             |  | $                                                   |       |  |                                                                                                                   | $ | 14,897  | 
|Accrued and unpaid vacation    |  | $                                                   | 12,839 |  |                                                                                                                   | $ | 12,839  | 
|Accelerated Stock Option Value |  | $                                                   |       |  |                                                                                                                   | $ | 57,897  | 
|Accelerated RSU Value          |  | $                                                   |       |  |                                                                                                                   | $ | 70,175  | 
|Existing Vested Stock Options  |  | $                                                   | 68,906 |  |                                                                                                                   | $ | 68,906  | 
|Existing Vested RSU            |  | $                                                   |       |  |                                                                                                                   | $ |        | 
|Total compensation received:   |  | $                                                   | 81,745 |  |                                                                                                                   | $ | 530,969 | 

Employment
Agreements and Change of Control Arrangements

In September 1998, we entered into an employment offer letter with Richard
K. Williams, our president, chief executive officer and chief technical officer. Mr. Williams employment is at-will, and either we or Mr. Williams may terminate his employment with us at any time and for any reason. Pursuant to this
offer letter, we agreed to pay Mr. Williams an initial annual salary of $120,000, a signing bonus of $120,000 and a quarterly bonus of $16,000. Payment of these bonus amounts was deferred, with the quarterly bonus accruing from
Mr. Williams start date, until the earliest to occur of our achieving profitability, our initial public offering, our acquisition or our liquidation. We have paid all deferred amounts in full. We also agreed to grant Mr. Williams an
option to purchase 975,000 shares of our common stock at an exercise price of $0.066 per share and an option to purchase 287,757 shares of our common stock at an exercise price of $0.40 per share. These options vested annually over four years from
Mr. Williams start date. If we terminate Mr. Williams employment without cause, he will be entitled to continue to receive payment of his base salary and insurance benefits for two weeks following the date of termination, as
well as any accrued and unpaid bonus amounts.

In June 2004, we entered into an employment offer letter with Brian R.
McDonald, our chief financial officer, vice president of worldwide finance and secretary. Mr. McDonalds employment is at-will, and either we or Mr. McDonald may terminate his employment with us at any time and for any reason.
Pursuant to his offer letter, we agreed to pay Mr. McDonald an annual salary of $210,000 and provided an initial option grant to purchase 350,000 shares of our common stock at $0.46 per share, the then current fair market value, vesting
annually over four years. In the event of a change in control of our company and if Mr. McDonalds employment is involuntarily terminated within 12 months of such change of control, then the unvested portion of this option shall
automatically accelerate and become fully vested and exercisable. In addition, if we terminate Mr. McDonalds employment without cause within six months following the end of the employment with us of our current chief executive officer,
Mr. McDonald will be entitled to continue to receive payment of his base salary and insurance benefits for six months following his termination, and the vesting of all of Mr. McDonalds options or restricted stock will immediately
accelerate by six months from the date of termination.

In May 2005, our Board authorized a form of change of control
agreement for each of our current and future officers of a level of vice president and above. The change of control agreement provides that in the event the



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##### Table of Contents

employee is terminated without cause, or is constructively terminated, within 12 months of our change of control, including a merger or sale of our assets, 100% of all unvested stock rights as of
such date shall become fully vested on the termination date with respect to our chief executive officer and chief financial officer and 50% of all unvested stock rights as of such date shall become fully vested on the termination date with respect
to our other officers of a level of vice president and above. In this event, the employee will also receive continued salary and benefits for 12 months following the termination date. For purposes of this agreement, stock rights means
all options or rights to acquire shares of our common stock and includes all options granted under our 1998 Stock Plan and the 2005 Plan. Each of our current and future officers of a level of vice president and above has entered into a change of
control agreement with these terms or will enter into such agreement at the time such person is hired, as applicable.

In
February 2009, our Board authorized amendments to our executive officer change of control agreements which provide for the payment of all or a portion of the officers target bonus amount for the applicable year in the event that a severance
payment is due to the officer. The amended change of control agreements provide that in the event that a severance payment is triggered, the chief executive officer and chief financial officer would be entitled to 100% of their target bonus for the
fiscal year in which such change of control transaction occurs, and other officers of a level of vice president and above would be entitled to 50% of their target bonus for the fiscal year in which such change of control transaction occurs.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists of Messrs. Anderson, Lin and Subramaniam, each of whom is independent within the meaning of the NASDAQ
listing standards, as currently in effect. Mr. Anderson serves as Chairman of the Compensation Committee.

During fiscal
year 2010, no member of the Compensation Committee was an officer or employee of AnalogicTech. During fiscal year 2010, no member of the Compensation Committee or executive officer of AnalogicTech served as a member of the Board of Directors or
Compensation Committee of any entity that has an executive officer serving as a member of our Board of Directors or Compensation Committee.

Compensation Committee Report

The Compensation Committee has
reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of SEC Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in the registrants Annual Report on Form 10-K.

Respectfully submitted by:

Samuel J. Anderson, Chairman

Thomas Redfern

Jaff Lin



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##### Table of Contents

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

Equity Compensation Plan Information

We currently maintain three equity-based compensation plans that have been approved by the stockholders  the 1998 Stock Plan, which was approved by the stockholders in 1998, the 2005 Plan, which was
approved by the stockholders in 2005, and the 2005 Employee Stock Purchase Plan, which was approved by the stockholders in 2005. The following table sets forth, for each of our equity-based compensation plans, the number of shares of our common
stock subject to outstanding options and rights, the weighted-average exercise price of outstanding options, and the number of shares available for future award grants as of December 31, 2010:



|                                                           |  |                                                                                         |           |        |                                                               |   |      |                                                                                                                                              |  |  |           |    
|---------------------------------------------------------- |  | --------------------------------------------------------------------------------------- | --------- | ------ | ------------------------------------------------------------- | - | ---- | -------------------------------------------------------------------------------------------------------------------------------------------- |  |  | --------- | ---
|Plan Category                                              |  | Number of Sharesof Common Stockto be Issued UponExercise
ofOutstandingOptions andRights |           |        | Weighted-AverageExercise Priceof OutstandingOptions
andRights |   |      | Number ofShares ofCommon StockRemainingAvailable
forFutureIssuanceUnder EquityCompensationPlans(excludingsharesreflected in thefirst column) | 
|Equity compensation plans approved by security holders     |  |                                                                                         | 9,931,943 | (1)(2) |                                                               | $ | 5.10 | (3)                                                                                                                                          |  |  | 2,629,117 | (4)
|Equity compensation plans not approved by security holders |  |                                                                                         |          |        |                                                               | $ |     |                                                                                                                                              |  |  |          |    
|Total                                                      |  |                                                                                         | 9,931,943 |        |                                                               | $ | 5.10 |                                                                                                                                              |  |  | 2,629,117 |    



|(1) | Includes outstanding stock options for 1,394,931 shares under the 1998 Stock Plan and 7,602,282 shares under the 2005 Plan.
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(2) | Includes 934,730 RSUs granted under our 2005 Plan.
|--- | ---------------------------------------------------

|(3) | This weighted-average exercise price does not include outstanding RSUs.
|--- | ------------------------------------------------------------------------

|(4) | Includes 2,629,117 shares for the 2005 Plan. On January 1 of each year during the term of the 2005 Plan, the total number of shares available for award purposes
under the 2005 Equity will increase by the lesser of (i) 3% of the outstanding shares of our common stock on the first day of our fiscal year, (ii) 2,000,000 shares or (iii) such other amount as our Board may determine. The aggregate
number of shares available for issuance under the 2005 Plan increased by 1,270,736 shares on January 1, 2011. The data presented in this table was calculated as of December 31, 2010 and does not reflect the January 1, 2011 increase.
As of December 31, 2005, we ceased offering periods under the 2005 Employee Stock Purchase Plan.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners and Management

The following tables set forth information about the beneficial ownership of our common stock on March 31, 2011, by:



| |  |  | each person known to us to be the beneficial owner of more than 5% of our common stock;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | each named executive officer;
| | - |  | -----------------------------



| |  |  | each of our directors; and
| | - |  | --------------------------



| |  |  | all of our executive officers and directors as a group.
| | - |  | -------------------------------------------------------

Unless otherwise noted below, the address of each beneficial owner listed on the tables is c/o Advanced Analogic Technologies Incorporated, 3230 Scott Boulevard, Santa Clara, California 95054. We have
determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and



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##### Table of Contents

entities named in the tables below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. We
have based our calculation of the percentage of beneficial ownership on 42,799,955 shares of common stock outstanding on March 31, 2011.

In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options held by that
person that are currently exercisable or exercisable within 60 days of March 31, 2011 and shares to be acquired by that person within 60 days of March 31, 2011 upon the vesting of restricted stock units. We did not deem these shares
outstanding, however, for the purpose of computing the percentage ownership of any other person. Beneficial ownership representing less than 1% is denoted with an asterisk (*).



|                                                              |  |                                  |           |  |         |  |    |  
|------------------------------------------------------------- |  | -------------------------------- | --------- |  | ------- |  | -- | -
|Beneficial Owner                                              |  | Number ofSharesBeneficiallyOwned |           |  | Percent | 
|5% Stockholders:                                              |  |                                  |           |  |         |  |    |  
|Ameriprise Financial, Inc.(1)                                 |  |                                  | 4,067,742 |  |         |  | 10 | %
|Invesco Ltd.(2)                                               |  |                                  | 3,375,962 |  |         |  | 8  | %
|Dialectic Capital Management, LLC(3)                          |  |                                  | 3,264,581 |  |         |  | 8  | %
|BlackRock, Inc.(4)                                            |  |                                  | 2,435,644 |  |         |  | 6  | %
|Frontier Capital Management Co., LLC(5)                       |  |                                  | 2,208,876 |  |         |  | 5  | %
|Directors and Named Executive Officers:                       |  |                                  |           |  |         |  |    |  
|Richard K. Williams(6)                                        |  |                                  | 3,462,617 |  |         |  | 8  | %
|Brian R. McDonald(7)                                          |  |                                  | 888,918   |  |         |  | 2  | %
|Kevin DAngelo(8)                                             |  |                                  | 591,166   |  |         |  | *  |  
|Dr. Jun-Wei Chen                                              |  |                                  | 281,875   |  |         |  | *  |  
|David Schwartz(9)                                             |  |                                  | 217,762   |  |         |  | *  |  
|Allen K. Lam(10)                                              |  |                                  | 405,478   |  |         |  | *  |  
|Edward Lam(11)                                                |  |                                  | 252,062   |  |         |  | *  |  
|Samuel J. Anderson(12)                                        |  |                                  | 263,550   |  |         |  | *  |  
|Jason L. Carlson                                              |  |                                  |          |  |         |  | *  |  
|Jaff Lin(13)                                                  |  |                                  | 103,754   |  |         |  | *  |  
|Thomas P. Redfern(14)                                         |  |                                  | 66,162    |  |         |  | *  |  
|Chandramohan Subramaniam(15)                                  |  |                                  | 67,212    |  |         |  | *  |  
|Executive officers and directors as a group (16 persons) (16) |  |                                  | 7,651,244 |  |         |  | 18 | %



|(1) | The address of Ameriprise Financial, Inc. is 145 Ameriprise Financial Center, Minneapolis, MN 55474 as reported on Schedule 13G dated February 11, 2011 and filed
with the Securities and Exchange Commission.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The address of Invesco Ltd. is 1555 Peachtree Street NE, Atlanta, GA 30309 as reported on Schedule 13G dated February 7, 2011 and filed with the Securities and
Exchange Commission.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The address of Dialectic Capital Management, LLC is 875 Third Avenue, 15th Floor, New York, New York 10022, as reported on Schedule 14A dated April 7, 2011 and
filed with the Securities and Exchange Commission on April 8, 2011.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | The address of BlackRock, Inc. is 40 East 52nd Street, New York, New York 10022, as reported on Schedule 13G dated January 21, 2011 and filed with the Securities
and Exchange Commission.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | The address of Frontier Capital Management Co., LLC is 99 Summer Street, Boston, Massachusetts 02110, as reported on Schedule 13G dated February 14, 2011 and filed
with the Securities and Exchange Commission.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Includes 1,372,125 shares issuable upon the exercise of options that are exercisable within 60 days of March 31, 2011. Also includes 29,804 shares held by
Mr. Williams as custodian for the benefit of his minor child.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Includes 572,500 shares issuable upon the exercise of options that are exercisable within 60 days of March 31, 2011.
|--- | --------------------------------------------------------------------------------------------------------------------



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|(8) | Includes 261,675 shares issuable upon the exercise of options that are exercisable within 60 days of March 31, 2011. Also includes 19,000 shares held by
Mr. DAngelos spouse.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Includes 207,500 shares issuable upon the exercise of options that are exercisable within 60 days of March 31, 2011.
|--- | --------------------------------------------------------------------------------------------------------------------

|(10) | Includes 274,687 shares issuable upon the exercise of options that are exercisable within 60 days of March 31, 2011 and 7,500 shares to be acquired within 60 days
of March 31, 2011 upon the vesting of restricted stock units. Also includes 25,250 shares held by Mr. Lam as custodian for the benefit of his minor child.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Includes 230,062 shares issuable upon the exercise of options that are exercisable within 60 days of March 31, 2011 and 7,500 shares to be acquired within 60 days
of March 31, 2011 upon the vesting of restricted stock units.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Includes 162,300 shares issuable upon the exercise of options that are exercisable within 60 days of March 31, 2011 and 3,750 shares to be acquired within 60 days
of March 31, 2011 upon the vesting of restricted stock units.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Includes 78,500 shares issuable upon the exercise of options that are exercisable within 60 days of March 31, 2011 and 937 shares to be acquired within 60 days of
March 31, 2011 upon the vesting of restricted stock units. Also includes 22,443 shares held by Lin Family Trust. Mr. Lin, one of our directors, is the trustee of the Lin Family Trust. Mr. Lin disclaims beneficial ownership of the
shares held by the Lin Family Trust except to the extent of his pecuniary interest therein. The address of Mr. Lin and the Lin Family Trust is 18340 Laurel Drive, Los Gatos, California 95030.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | Includes 63,350 shares issuable upon the exercise of options that are exercisable within 60 days of March 31, 2011 and 937 shares to be acquired within 60 days of
March 31, 2011 upon the vesting of restricted stock units.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(15) | Includes 64,400 shares issuable upon the exercise of options that are exercisable within 60 days of March 31, 2011 and 937 shares to be acquired within 60 days of
March 31, 2011 upon the vesting of restricted stock units.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(16) | Includes 4,533,836 shares issuable upon the exercise of options that are exercisable within 60 days of March 31, 2011 and 21,561 shares to be acquired within 60
days of March 31, 2011 upon the vesting of restricted stock units.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

Certain Relationships and Related Transactions

We describe below
transactions and series of similar transactions, during our last fiscal year, to which we were a party or will be a party, in which:



| |  |  | the amounts involved exceeded or will exceed $120,000; and
| | - |  | ----------------------------------------------------------



| |  |  | a director, director nominee, executive officer, holder of more than 5% of our common stock or any member of their immediate family had or will have a
direct or indirect material interest.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We also describe below certain other transactions with our directors,
executive officers and stockholders.

Stock Option Grants

Certain stock option and restricted stock unit grants to our directors and executive officers and related option grant policies are
described herein under the captions Compensation Discussion and Analysis, Grants of Plan-Based Awards for 2010, Outstanding Equity Awards at Fiscal Year End, Option Exercises and Stock Vested and
Director Compensation.



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##### Table of Contents

Indemnification Agreements of Officers and Directors

Our amended and restated certificate of incorporation and our bylaws provide that we will indemnify each of our directors and officers to
the fullest extent permitted by the Delaware General Corporation Law. Further, we have indemnification agreements for our directors and officers.

Director Independence

The Board of Directors has determined that
each of its current directors, except Richard K. Williams, has no material relationship with AnalogicTech and is independent within the meaning of the NASDAQ listings standards.



|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------

The following table presents the fees billed or to be billed to AnalogicTech for the audit and other services provided by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and
their respective affiliates for the years ended December 31, 2010 and 2009:



|                      |  |                |     |  |      |   |       | 
|--------------------- |  | -------------- | --- |  | ---- | - | ----- | 
|                      |  | 2010           |     |  | 2009 |  
|                      |  | (in thousands) |    
|Audit Fees(1)         |  | $              | 752 |  |      | $ | 981   | 
|Audit-Related Fees(2) |  |                | 15  |  |      |   | 14    | 
|Tax Fees              |  |                |     |  |      |   |       | 
|Tax Compliance        |  |                | 9   |  |      |   | 5     | 
|Tax Advice            |  |                | 81  |  |      |   | 104   | 
|                      |  |                |     |  |      |   |       | 
|Total Fees            |  | $              | 857 |  |      | $ | 1,104 | 
|                      |  |                |     |  |      |   |       | 



|(1) | Includes audit and quarterly review fees.
|--- | -----------------------------------------

|(2) | Represents fees for foreign statutory audits.
|--- | ---------------------------------------------

Audit Committee Pre-Approval Policy

Prior to the initiation of any audit
related or non-audit related service, the Audit Committee is presented with a proposal for such service and an estimate of the fees for pre-approval. In the event the scope of the work requires change from the initial proposal, the modified proposal
is presented to the Audit Committee for pre-approval. The requests for pre-approvals are presented to the Audit Committee at the time of the committees regularly scheduled meetings, or on an as-needed basis. The Audit Committee has delegated
to the Chair of the Audit Committee the authority to pre-approve audit related and non-audit related services to be performed by AnalogicTechs independent registered public accounting firm and associated fees on an as-needed basis. Such
pre-approvals are reported to the full Audit Committee at its next regularly scheduled meeting. During fiscal year 2010, the Audit Committee has pre-approved 100% of audit related and non-audit related services by AnalogicTechs independent
registered public accounting firm.

The Audit Committee has determined the rendering of other professional services for tax
compliance and tax advice by Deloitte & Touche LLP is compatible with maintaining their independence.



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##### Table of Contents

PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------

(b) Exhibits



|               |  |                                                                                                                                                                                  
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                                                                                                                      
|               | 
|31.1           |  | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 
|               | 
|31.2           |  | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.



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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, Advanced Analogic
Technologies Incorporated has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Santa Clara, California on the 2ndday of May, 2011.



ADVANCED ANALOGIC TECHNOLOGIES INCORPORATEDBy:

/S/    RICHARD K.
WILLIAMSRichard K. Williams President, Chief Executive Officer and Chief Technical
Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of Advanced Analogic Technologies Incorporated and in the capacities and on the dates indicated.



|                                |  |                                                                                                                                             |  |            
|------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------
|Signature                       |  | Title                                                                                                                                       |  | Date       
|                                |  |                                                                                                                                            
|/S/    RICHARD K.
WILLIAMS      |  | President, Chief Executive Officer, Chief Technical Officer and Director (Principal Executive Officer)                                      |  | May 2, 2011
|Richard K. Williams             |  |                                                                                                                                            
|                                |  |                                                                                                                                            
|/S/    ASHOK CHANDRAN           |  | Vice President, Chief Accounting Officer and interim Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer) |  | May 2, 2011
|Ashok Chandran                  |  |                                                                                                                                            
|                                |  |                                                                                                                                            
|/S/    SAMUEL J. ANDERSON       |  | Director                                                                                                                                    |  | May 2, 2011
|Samuel J. Anderson              |  |                                                                                                                                            
|                                |  |                                                                                                                                            
|/S/    JASON L.
CARLSON         |  | Director                                                                                                                                    |  | May 2, 2011
|Jason L. Carlson                |  |                                                                                                                                            
|                                |  |                                                                                                                                            
|/S/    JAFF
LIN                 |  | Director                                                                                                                                    |  | May 2, 2011
|Jaff Lin                        |  |                                                                                                                                            
|                                |  |                                                                                                                                            
|/S/    THOMAS P.
REDFERN        |  | Director                                                                                                                                    |  | May 2, 2011
|Thomas P. Redfern               |  |                                                                                                                                            
|                                |  |                                                                                                                                            
|/S/    CHANDRAMOHAN
SUBRAMANIAM |  | Director                                                                                                                                    |  | May 2, 2011
|Chandramohan Subramaniam        |  |                                                                                                                                            



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EXHIBIT INDEX



|              |  |                                                                                                                                                                                  
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                      
|              | 
|31.1          |  | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|              | 
|31.2          |  | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.



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