Form of Change-In-Control Agreement



 Exhibit 10.9 
  
 NETLOGIC MICROSYSTEMS, INC. 
 CHANGE-IN-CONTROL AGREEMENT 
  
 THIS CHANGE-IN-CONTROL AGREEMENT (this “Agreement”), made and entered into as of
                           , 2005, by and between NETLOGIC
MICROSYSTEMS, INC., a Delaware corporation (“NetLogic”), and                      (the
“Officer”). 
  
 WHEREAS, NetLogic considers it essential to its best interests to foster the continued employment of key management personnel and recognizes the distraction and disruption that the possibility of a
Change in Control (as defined in Section 1(d) below) may raise to the detriment of NetLogic and its stockholders; and 
  
 WHEREAS, NetLogic has determined to take appropriate steps to reinforce and encourage the continued attention and
dedication of key management personnel to their assigned duties in the face of a possible Change in Control; 
  
 NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, NetLogic
and the Officer hereby agree as follows: 
  
 1. DEFINITIONS.

  
 (a) “Base Salary” means the annual
salary of the Officer at the time of termination of the Officer’s employment within the application of this Agreement. 
  
 (b) “Beneficiary” means (i) the person or persons named by the Officer, by notice to NetLogic, to receive any compensation or benefit
payable under this Agreement or (ii) in the event of the Officer’s death, if no such person is named and survives the Officer, the Officer’s estate. 
  

(c) “Board” means the Board of Directors of NetLogic. 
  
 (d) “Change in Control” means the occurrence of any of the following: 
  
 (i) an acquisition after the Effective Date by an individual, an entity or a
group in one or more related transactions (excluding NetLogic or an employee benefit plan of NetLogic or a corporation controlled by NetLogic’s stockholders) of 45 percent or more of NetLogic’s common stock or voting securities; or

  
 (ii) consummation of a complete liquidation or dissolution of
NetLogic or a merger, consolidation, reorganization or sale of all or substantially all of NetLogic’ assets (collectively, a “Business Combination”) other than a Business Combination in which (A) the stockholders of NetLogic receive
50 percent or more of the stock of the corporation resulting from the Business Combination and (B) at least a majority of the board of directors of such resulting corporation were incumbent directors of NetLogic immediately prior to the consummation
of the Business Combination, and (C) after which no individual, entity or group (excluding any corporation resulting from the Business Combination or any employee benefit plan of such corporation or of NetLogic) who did not own 45 percent or more of
the stock of the resulting corporation immediately before the Business Combination owns 45 percent or more of the stock of such resulting corporation. 







 (e) “Good Reason” means, without the Officer’s prior written consent or
acquiescence: 
  
 (i) assignment to the Officer of duties
incompatible with the Officer’s position, failure to maintain the Officer in this position and its reporting relationship or a substantial diminution in the nature of the Officer’s authority or responsibilities; 
  
 (ii) reduction in the Officer’s then current Base Salary or in the
bonus or incentive compensation opportunities or benefits coverage available during the term of this Agreement, except pursuant to an across-the-board reduction similarly affecting all senior executives of NetLogic; 
  
 (iii) termination of the Officer’s employment, for any reason other
than death, disability, voluntary termination or Misconduct (as defined below); 
  
 (iv) relocation of the Officer’s principal place of business to a location more than 30 miles from the location of such office on the date of this Agreement; 
  
 (v) NetLogic’s failure to pay the Officer any material amounts
otherwise vested and due the Officer hereunder or under any plan, program or policy of NetLogic; or 
  
 (vi) failure of a successor to NetLogic following a Change in Control to expressly assume or affirm Netlogic’s obligations under this Agreement as
specified in Section 7. 
  
 (f) “Misconduct”
means the commission of any act of fraud, embezzlement or dishonesty by the Officer, any unauthorized use or disclosure by the Officer of confidential information or trade secrets of NetLogic, or any other intentional misconduct by the Officer
adversely affecting the business affairs of NetLogic in a material manner. 
  
 (g) “NetLogic” when used herein shall be deemed to refer to NetLogic and any entity or entities that succeed to the assets and properties of NetLogic following a Change in Control, or any other
corporation or other entity which is a subsidiary or parent of such successor entity or entities for whom the Officer is employed at any time within two years following the Change in Control. 
  
 2. TERM OF AGREEMENT. 
  
 This Agreement shall be effective immediately upon its execution by NetLogic
and the Officer (the “Effective Date”) and shall remain in effect until the earliest to occur of: (a) termination of the Officer’s employment with NetLogic following a Change in Control (i) by reason of death or disability, (ii) by
the Officer other than for Good Reason, or (iii) by NetLogic for Misconduct, or (b) two years after the date of a Change in Control. 
  

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 3. ENTITLEMENT UPON TERMINATION BY THE
OFFICER FOR GOOD REASON FOLLOWING A CHANGE IN CONTROL. 
  
 In the event of termination of the Officer’s employment within two
years following a Change in Control for Good Reason or by reason of death or disability, the Officer shall be entitled to the following: 
  
 (a) General Entitlement: 
  
 (i) the Officer’s Base Salary through the date of termination; 
  
 (ii) payment in lieu of any unused vacation, in accordance with NetLogic’s vacation policy and applicable laws then in
effect; 
  
 (iii) reimbursement of any business expenses incurred
by the Officer through the date of termination but not yet paid to the Officer; 
  
 (iv) any compensation under any deferred compensation plan of NetLogic or deferred compensation agreement with NetLogic then in effect; 
  
 (v) any other compensation or benefits, including without limitation any benefits under long-term incentive compensation
plans, any benefits under equity grants and awards and employee benefits under plans that have vested through the date of termination or to which the Officer may then be entitled in accordance with the applicable terms of each grant, award or plan;
and 
  
 (vi) any annual or discretionary bonus earned but not yet
paid to the Officer for any calendar year prior to the year in which the Officer’s termination occurs. 
  
 (b) Change-in-Control Entitlement: 
  
 Fifty percent of the Officer’s Base Salary, at the rate in effect immediately before such termination, such amount to be paid to the Officer in a
cash lump sum within 30 business days after the date of termination. 
  
 (c) Determination of Amount of Payment. In the event that any payments or other benefits received or to be received by the Officer pursuant to this Agreement (“Payments”) would (i) constitute a “parachute payment”
within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this Section 3(c), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, in
accordance with this Section 3(c), such Payments shall be reduced to the maximum amount that would result in no portion of the payments being subject to the Excise Tax, but only if and to the extent that such a reduction would result in the
Officer’s receipt of Payments that are greater than the net amount that the Officer would receive hereunder (after application of the Excise Tax) if no reduction were made. 
  
 The amount of required reduction, if any, shall be the smallest amount so that the Officer’s net proceeds with respect
to the Payments (after taking into account payment of any Excise Tax) shall be maximized, as determined by the Officer. The Officer’s determination of any required reduction pursuant to this Section 3(c) shall be conclusive and binding upon
NetLogic. NetLogic shall reduce Payments in accordance with this Section 3(c) only upon written notice from the Officer indicating the amount of such reduction, if any. If the Internal Revenue Service (the “IRS”) determines that a Payment
is subject to the Excise Tax, then the following paragraph shall apply. 
  

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 Notwithstanding any reduction described in the immediately preceding paragraph (or in the absence of any
such reduction), if the IRS determines that the Officer is liable for the Excise Tax as a result of the receipt of Payments, then the Officer shall be obligated to pay back to NetLogic, within 30 days after final IRS determination, an amount of the
Payments equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to NetLogic so that the Officer’s net proceeds with respect to the Payments (after taking into
account the payment of the Excise Tax imposed on such Payments) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax imposed on the Payments.
If the Excise Tax is not eliminated pursuant to this paragraph, the Officer shall be responsible for and pay the Excise Tax. 
  
 (d) Release. NetLogic may require that, as a condition of receiving the foregoing Change in Control payment under subsection (b) or (c) above, the
Officer execute a general release substantially in the form annexed hereto as Exhibit A, which upon execution shall be deemed incorporated herein by reference as a material part of this Agreement. 
  
 (e) Date of Termination. For purposes of this Section 3, the
date of termination of Officer’s employment will be deemed to be the date on which any event listed in Section 1(a) is deemed to occur or the date of Officer’s death or disability. 
  
 4. NO MITIGATION. 
  
 NetLogic agrees that, if the Officer’s employment with NetLogic
terminates, the Officer shall not be obligated to seek other employment or to attempt to reduce any amount payable to the Officer under this Agreement. Further, no amount of any payment hereunder shall be reduced by any compensation earned by the
Officer as the result of employment by a subsequent employer or otherwise. 
  
 5. MISCONDUCT. 
  
 If the
Officer’s employment is terminated by NetLogic because of the Officer’s Misconduct following a Change of Control, the Officer will not be entitled to receive any of the benefits enumerated in Section 3 other than the items described in
Section 3(a)(i)-(iii) and, if so provided in the award or agreement applicable to such Officer, in Section 3(a)(iv) and/or (v). 
  
 6. NOTICES. 
  
 Any notice or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when
delivered by hand, electronic transmission (with a copy following by hand or by overnight courier), by registered or certified mail, postage prepaid, return receipt requested or by overnight courier addressed to the other party. All notices shall be
addressed as follows, or to such other address or addresses as may be substituted by notice in writing: 
  

			
	 To NetLogic:
	  	 To the Officer:

		
	 NetLogic Microsystems, Inc
 1875 Charleston Road
 Mountain View, CA 94043
 Fax: (408) 961-1092
 Attention: Senior Director of Legal Affairs
	  	 [Name]
 [Address]


  

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 7. SUCCESSORS. 
  
 (a) NetLogic’s Successors. Any successor to NetLogic (whether direct or indirect and whether by purchase, lease,
merger, consolidate, liquidation or otherwise) or to all or substantially all of NegLogic’s business and/or assets shall assume NetLogic’s obligations under this Agreement in the same manner and to the same extent as NetLogic would be
required to perform such obligations in the absence of a succession. 
  
 (b) Officer’s Successors. Without the written consent of NetLogic, the Officer shall not assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity. Notwithstanding the foregoing,
the terms of this Agreement and all rights of the Officer hereunder shall inure to the benefit of, and be enforceable by, the Officer’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and
legatees. 
  
 8. GENERAL PROVISIONS.

  
 (a) Amendments. No provision of this Agreement may
be amended, modified or waived unless such amendment, modification or waiver shall be agreed to in writing and signed by the Officer and by the Compensation Committee of the Board. 
  
 (b) Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable by a court of
competent jurisdiction, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. 
  
 (c) Governing Law. This Agreement shall be construed, interpreted and governed in accordance with the laws of the
state of California, without reference to rules relating to conflicts of law. 
  
 (d) Inconsistencies. The terms of this Agreement supersede any inconsistent prior promises, policies, representations, understandings, arrangements or agreements between the parties, whether by employment
contract or otherwise. 
  
 (e) Survival. Notwithstanding
the termination of the term of this Agreement, the duties and obligations of NetLogic, if any, following the termination of the Officer’s employment following a Change in Control shall survive indefinitely. 
  

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 (f) Withholding. NetLogic may deduct and withhold from any payments hereunder the amount that
NetLogic, in its reasonable judgment, is required to deduct and withhold for any federal, state or local income or employment taxes. 
  
 (g) No Other Compensation; Employee at Will. Except as provided in Section 3 above, no amount or benefit shall be payable to the Officer under this
Agreement in respect of termination of the Officer’s employment within two years following a Change in Control. This Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in
writing between the Officer and NetLogic, the Officer is and shall remain an “employee at will” and shall not have any right to be retained in the employ of NetLogic. 
  
 (h) Counterparts. This Agreement may be executed in counterparts. 
  
 IN WITNESS
WHEREOF, the parties have executed this Agreement as of the day and year first above written. 
  

			
	 NETLOGIC MICROSYSTEMS, INC.

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 
		
	 OFFICER:
	 	 
	
	  


	 [Name]
	 	 


  

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 EXHIBIT A 
  
 RELEASE AGREEMENT 
  
 In consideration of the benefits I will receive under NetLogic Microsystems, Inc.’s Change in Control Agreement, I hereby release, acquit and forever
discharge NetLogic Microsystems, Inc. (the “Company”), its parents, subsidiaries, predecessors, successors and affiliates, and each of their respective officers, directors, agents, servants, employees, attorneys stockholders and assigns
(the “Released Parties”), of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and
unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I sign this Release Agreement. This release of claims includes,
but is not limited to: 
  

	 	•	 	any and all claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment, including,
but not limited to, claims, demands or agreements related to salary, bonuses, commissions, vacation pay, personal time off, fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, stock, stock options, any other ownership
or equity interest in the Company, or any other form of compensation or benefit; 

  

	 	•	 	claims pursuant to any federal, state or local law, statute, common law or cause of action including, but not limited to, Title VII of the federal Civil Rights Act of 1964, as
amended, or any other statute, agreement or source of law, the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the federal Americans with Disabilities Act of 1990, the Family and Medical Leave Act, the Employee
Retirement Income Security Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, as amended, and the California Labor Code; 

  

	 	•	 	all tort law claims, including claims for fraud, misrepresentation, defamation, libel, emotional distress and breach of the implied covenant of good faith and fair dealing; and


  

	 	•	 	all claims arising under contract law, or the law of wrongful discharge, discrimination or harassment. 

  
 I represent that I have no lawsuits, claims or actions pending in my name, or on behalf of any other person or entity,
against any of the Released Parties. I agree that in the event I bring a claim covered by this release in which I seek damages against the Company or in the event I seek to recover against the Company in any claims brought by a governmental agency
on my behalf, this Agreement shall serve as a complete defense to such claims. 







 ADEA Waiver and Release: I acknowledge that I am knowingly and voluntarily waiving and releasing
any rights I may have under the ADEA, as amended by the Older Workers Benefit Protection Act (“OWBPA”). I also acknowledge that the consideration given for the waiver and release herein is in addition to anything of value to which I was
already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (a) my waiver and release do not apply to any rights or claims that may arise after the execution date of this Agreement; (b) I have
been advised hereby that I have the right to consult with an attorney prior to executing this Agreement; (c) I have twenty-one (21) days from the date I receive this Agreement to consider this Agreement (although I voluntarily may choose to execute
this Agreement earlier and, if I do so, I knowingly and voluntarily agree to waive the remaining days of the 21-day review period); (d) I have seven (7) days following the execution of this Agreement to revoke the Agreement; and (e) this Agreement
shall not be effective until the later of (i) the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Agreement, or (ii) the date I return this Agreement, fully executed, to the Company.

  
 I acknowledge that for this Release Agreement to be effective,
I must sign and return it to the Company and I must not revoke it at any time during the above-referenced seven (7) day revocation period. I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as
follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the
debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any unknown or unsuspected claims I may have against any of the Released
Parties. 
  
 I understand that this Release Agreement, together
with the Change in Control Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the
Company that is not expressly stated herein. 
  

			
	 EMPLOYEE:

	
	  


		
	 Name:
	 	  


		
	 Date:
	 	  




  

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