Amendment to Employment Agreement with C. Richard Neely, Jr.



 Exhibit 10.2 
 MONOLITHIC POWER SYSTEMS, INC. 
 AMENDMENT TO EMPLOYMENT AGREEMENT 
 This Amendment to the Employment Agreement (the “Amendment”) is made as of December 16, 2008, by and between Monolithic Power Systems,
Inc. (the “Company”), and C. Richard Neely, Jr. (the “Employee”). 
 RECITALS 
 WHEREAS, the Company and the Employee entered into that certain Employment Agreement dated March 10, 2008 (the “Agreement”).

 WHEREAS, the Company and the Employee desire to amend the Agreement to comply with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended. 
 NOW, THEREFORE, the Company and the Employee agree that in consideration of the
foregoing and the promises and covenants contained herein, the parties agree as follows: 
 AGREEMENT 
 1. Good Reason. Section 1(b) of the Agreement is hereby amended to read in its entirety as follows: 
 ““Good Reason” means, Executive’s termination of employment within ninety (90) days following the expiration of any
cure period (as discussed below) following the occurrence of one or more of the following, without the Executive’s written consent, (i) a material reduction by the Company in the Executive’s base compensation as in
effect immediately prior to such reduction, except where a substantially equivalent percentage reduction in base salary is applied to all other officers of the Company; (ii) a material, adverse reduction in the Executive’s
authority, responsibilities or duties, as measured against the Executive’s authority, responsibilities or duties immediately prior to such change; or (iii) a material change in the geographic location at which the Executive
must perform services (that is, the relocation of the Executive’s place of work to a facility or a location more than fifty (50) miles from the Executive’s then-present work location), but only if such relocation results
in an increased one-way commute of at least fifty (50) miles based on the Executive’s primary residence at the time such relocation is announced. The Executive will not resign for Good Reason without first providing the Company with
written notice within ninety (90) days of notice of the event that the Executive believes constitutes “Good Reason” specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure
period of not less than thirty (30) days following the date of such notice.” 







 2. Disability. Section 1(c) of the Agreement is hereby amended to read in its entirety as
follows: 
 ““Disability” means the Executive is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.” 
 3. Termination without Cause and Voluntary Termination with Good Reason. Section 7 of the Agreement, entitled “Termination without
Cause and Voluntary Termination with Good Reason,” is hereby amended to read in its entirety as follows: 
 “7.
Termination without Cause and Voluntary Termination with Good Reason. Subject to Section 12 below, if (i) the Company terminates the Executive’s employment without Cause or the Executive resigns from the Company
for Good Reason, then subject to Section 7(c), the Executive shall receive severance payments and partially-accelerated vesting of certain equity grants (together the “Severance Benefits”) pursuant to sub-sections 7(a)
and (b) below. 
 (a) Severance Payments. After the date of such termination, the Company shall, for a period of
six (6) months following the date of such termination, (i) continue to pay the Executive at a rate based on the Executive’s then-current Base Salary and target annual bonus, in installments in accordance with the
Company’s standard payroll practices (as in effect immediately prior to such termination), and (ii) pay the Executive and the Executive’s dependents’ COBRA premiums under all Company-sponsored group health plans
(other than the Company’s Flexible Spending Account) that such individuals are enrolled in at the time of such termination (unless the Company determines in its sole discretion that such payment of COBRA premiums could result in the imposition
of any additional tax on the Executive, in which case the Company will instead reimburse the Executive for the cost of the Executive’s and the Executive’s dependents’ COBRA premiums, with such
reimbursements to be made within thirty (30) days of the date such premiums are made). In the event such termination occurs within one (1) year following a Change of Control, then such payments and benefits shall continue for a period of
one (1) year after the date of such termination. Notwithstanding the foregoing, however, (A) payments and benefits under clauses (i) and (ii) shall terminate immediately upon the date the Executive commences to provide
services to another entity for compensation, whether present or deferred, and the Executive shall provide the Company with written notice of the Executive’s acceptance of such a service provider position within three (3) days
thereof and (B) benefits under subsection (ii) shall cease on the date that the Executive (or the Executive’s dependents, as applicable) ceases to be eligible for COBRA continuation coverage under the normal COBRA rules.








 (b) Vesting Acceleration. Effective on such termination, the Executive
shall receive accelerated vesting equivalent to six (6) months of service beyond the date of Executive’s termination with respect to the shares subject to any grant of restricted stock or stock options (each, an “Equity
Grant”) granted to the Executive, regardless of whether granted prior to, coincident with, or after, the Effective Date; provided, however, that in the event such termination occurs within one (1) year following a Change of
Control, then one hundred percent (100%) of the remaining shares subject to each such Equity Grant shall become vested in full and the period during which the Executive is permitted to exercise (if applicable) any such Equity Grant shall
be extended until the earlier of (i) ten (10) years from the date of grant, or (ii) the expiration date of such Equity Grant (as of the date of grant). 
 (c) Section 409A. 
 (i) Notwithstanding anything to the contrary in this Agreement, no severance payable to the Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or
separation benefits that are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and any guidance promulgated thereunder (“Section
409A”) (together, the “Deferred Compensation Separation Benefits”) will be payable until the Executive has a “separation from service” within the meaning of Section 409A. 
 (ii) Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the
meaning of Section 409A at the time of the Executive’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following the
Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Executive’s separation from service. All
subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Executive dies following the
Executive’s separation from service but prior to the six (6) month anniversary of the separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable
after the date of the Executive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this
Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. 
 (iii) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Compensation Separation
Benefits for purposes of clause (i) above. 







 (iv) Any amount paid under this Agreement that qualifies as a payment made as a result of
an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that do not exceed the Section 409A Limit (as defined below) will not constitute Deferred Compensation Separation Benefits for
purposes of clause (i) above. 
 (v) “Section 409A Limit” will mean the lesser of two (2) times:
(A) the Executive’s annualized compensation based upon the annual rate of pay paid to the Executive during the Executive’s taxable year preceding the Executive’s taxable year of the
Executive’s termination of employment as determined under, and with such adjustments as are set forth in, Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto, or
(B) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Executive’s employment is terminated. 
 (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and
benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and the Executive agree to work together in good faith to
consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under
Section 409A.” 
 4. Section 13 of the Agreement, entitled “Tax Provisions,” is hereby amended to read in its
entirety as follows: 
 “13. Tax Provisions. In the event that the benefits provided for in the Agreement, when
aggregated with any other payments or benefits received by the Executive, would (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed
by Section 4999 of the Code (the “Excise Tax”), then the Executive shall receive a payment from the Company sufficient to pay the Excise Tax, less applicable tax withholding. The payment of any additional excise tax and federal
and state income, employment or other taxes arising from the payment made by the Company to the Executive pursuant to the previous sentence shall be the sole responsibility of the Executive. The Company shall pay any amount required by this
Section 13 as soon as reasonably practicable, but in no event later than the end of the Executive’s taxable year next following the Executive’s taxable year in which the Executive remits the related taxes. Unless the
Company and the Executive otherwise agree in writing, any determination required under this paragraph shall be made in writing by the Company’s independent public accountants (the “Accountants”) whose determination shall
be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this paragraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes
and may rely on reasonable, good faith interpretations concerning the 








 
application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as
the Accountants may reasonably request in order to make a determination under this paragraph. The provisions of this Section 13 shall survive the termination of this Agreement and the Executive’s employment with the Company.”

 5. Full Force and Effect. To the extent not expressly amended hereby, the Agreement shall remain in full force and effect.

 6. Entire Agreement. This Amendment and the Agreement constitute the full and entire understanding and agreement between the
parties with regard to the subjects hereof and thereof. 
 7. Successors and Assigns. This Amendment and the rights and obligations of
the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns, and legal representatives. 
 8. Counterparts. This Amendment may be executed in counterparts, all of which together shall constitute one instrument, and each of which may be executed by less than all of the parties to this Amendment. 
 9. Governing Law. This Amendment shall be governed in all respects by the internal laws of California, without regard to principles of conflicts
of law. 
 10. Amendment. Any provision of this Amendment may be amended, waived or terminated by a written instrument signed by the
Company and the Employee. 
 (Signature page follows) 







 IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be executed as of the
date first set forth above. 
  

					
	C. RICHARD NEELY, JR.	 		 	MONOLITHIC POWER SYSTEMS, INC.
			
	/s/ C. Richard Neely, Jr.	 		 	/s/ Michael Hsing
	Signature	 		 	Signature
			
	C. Richard Neely, Jr.	 		 	Michael Hsing
	Print Name	 		 	Print Name
			
	 	 		 	President and CEO
		 		 	Print Title

 (Signature page to Amendment to C. Richard Neely, Jr. Employment Agreement)