**Exhibit 4.14**

**SPREADTRUM COMMUNICATIONS, INC.**

**FORM EMPLOYMENT AGREEMENT**

This Agreement is entered into as of[                    ] (the “**Effective Date**”), by and between Spreadtrum Communications, Inc. (the“**Company**”), and [                    ] (“**Executive**”). 

1. Duties and Scope of Employment. 

(a) Positions and Duties. As of the Effective Date, Executive will serve as [                    ] of the Company. Executivewill render such business and professional services in the performance of his duties, consistent with Executive’s position within the Company, as will reasonably be assigned to him by the Company’s Board of Directors (the“Board”) [or its Chief Executive Officer]. The Board [or the Company’s Chief Executive Officer] may modify Executive’s job title and duties as it deems necessary and appropriate in light of the Company’s needs and interestsfrom time to time. The period of Executive’s employment under this Agreement is referred to herein as the “**Employment Term**.” 

(b) Obligations. During the Employment Term, Executive will perform his duties faithfully and to the best of his ability and will devote his full business efforts and time to the Company. For the duration of the Employment Term,Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board. 

2. At-Will Employment. The parties agree that Executive’s employment with the Company will be “at-will” employment and may beterminated at any time with or without cause or notice. Executive understands and agrees that neither his job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis formodification, amendment, or extension, by implication or otherwise, of his employment with the Company. However, as described in this Agreement, Executive may be entitled to severance benefits depending on the circumstances of Executive’stermination of employment with the Company. 

3. Compensation. 

(a) Base Salary. During the Employment Term, the Company will pay Executive an annual salary ofUS$[        ] as compensation for his services (the “**Base Salary**”). The Base Salary will be paid periodically in accordance with the Company’s normal payroll practices and besubject to the usual, required withholding. Executive’s salary will be subject to review and adjustments will be made based upon the Company’s normal performance review practices. 

(b) Performance Bonus. Executive will be eligible to receive [a bonus of up toUS$[        ], less applicable withholding taxes, upon achievement of performance objectives to be determined by the Board in its sole discretion or an appropriate committee of the Board] [annual cashbonuses of up to [            ], with the exact amount to be determined based on a range of performance targets to be established by the Board or an appropriate committee thereof].Any bonus will be paid as soon as practicable after the Board determines that the bonus has been earned, but in no event will the bonus be paid after the later of (i) March 15 following the calendar year in which such bonus is earned or(ii) the fifteenth (15th) day of the third (3rd) month following the close of the Company’s fiscal year in which such bonus isearned. 

(c) Equity. Executive will be eligible to receive awards of options, restricted shares or otherequity awards pursuant to any plans or arrangements the Company may have in effect from time to time, with the exact number of shares and the terms of any such award to be determined at the sole discretion of the Board or an appropriate committeethereof. 

4. Employee Benefits. During the Employment Term, Executive will be entitled to participate in the employee benefit planscurrently and hereafter maintained by the Company of general applicability to other senior executives of the Company, including, without limitation, the Company’s group medical, dental, vision, disability, life insurance, and flexible-spendingaccount plans. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time. 

5. Vacation. Executive will be entitled to paid vacation in accordance with the Company’s vacation policy, with the timing and duration of specific vacations mutually and reasonably agreed to by the parties hereto. 

6. Expenses. The Company will reimburse Executive for reasonable travel, entertainment or other expenses incurred by Executive in thefurtherance of or in connection with the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time. 

7. [Children’s Education. The Company will reimburse Executive up to[            ] annually in the aggregate for any expenses incurred by Executive relating to the education of Executive’s children.] 

8. Family Airfare Reimbursement. Each year, the Company will reimburse Executive coach airfare for up to four (4) trips (or business classairfare for up to two (2) trips) taken by Executive’s spouse and children between the U.S. and China for the purpose of visiting Executive. The Company will reimburse Executive for such expenses as soon as administratively possible afterreceipt of proper documentation, but in no event shall such reimbursement be made after March 15 following the calendar year in which such expenses are incurred. 

9. Severance. 

(a) Termination Other Than for Cause, Death or Disability or Resignation for GoodReason. If (i) the Company terminates Executive’s employment with the Company other than for Cause, death or disability or (ii) Executive resigns from his employment with the Company for Good Reason, then, subject toSection 10, Executive will be entitled to (A) receive continuing payments of severance pay at a rate equal to [his monthly Base Salary rate, as then in effect, in accordance with the Company’s normal payroll policies, until theearlier of (1) [    ] months from the date of such termination or (2) such time Executive becomes employed by another company] [Base Salary rate, as then in effect, for[            ] months from the date of such termination in accordance with the Company’s normal payroll policies]; (B) accelerated vesting of all outstanding equityawards as to [the lesser of (i)] 50% of the then 

 

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unvested portion of any such award [or (ii) 25% of any such award] [, provided that in the event such termination occurs within twelve (12) monthsfollowing a Change in Control, Executive shall be entitled to 100% accelerated vesting of all outstanding equity awards]; [(C) relocation expenses up to [$        ] in the aggregate to enable you andyour immediate family (if applicable) to relocate]. 

(b) Termination for Cause; Resignation without Good Reason. If Executive’semployment with the Company terminates voluntarily by Executive (except upon resignation for Good Reason) or for Cause by the Company, then (i) all vesting will terminate immediately with respect to Executive’s outstanding equity awards,(ii) all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned), and (iii) Executive will only be eligible for severance benefits in accordance with theCompany’s established policies, if any, as then in effect. 

10. Conditions to Receipt of Severance; No Duty to Mitigate.

(a) Separation Agreement and Release of Claims. The receipt of any severance pursuant to Section 9 will be subject to Executivesigning and not revoking a separation agreement and release of claims in a form reasonably satisfactory to the Company and provided that such separation agreement and release of claims becomes effective and irrevocable no later than sixty(60) days following the termination date (such deadline, the “**Release Deadline**”). If the release of claims does not become effective by the Release Deadline, Executive will forfeit any rights to severance or benefits under thisAgreement. In no event will severance payments or benefits be paid or provided until the release of claims becomes effective and irrevocable. If the Release Deadline is on or before December 10 of the calendar year in which Executive’s“separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “**Code**”), and the final regulations and any other guidance promulgated thereunder (“**Section409A**”)) occurs, any portion of the severance payments provided under Section 9 that would be considered “Deferred Compensation Separation Benefits” (as defined below) will be made to Executive on or before December 31 ofthat calendar year or, if later, (i) such time as required by the payment schedule applicable to each payment or benefit as set forth in Section 9, or (ii) such time as required by Section 10(c). If the Release Deadline is afterDecember 10 of the calendar year in which Executive’s “separation from service” (within the meaning of Section 409A) occurs, any portion of the severance payments provided under Section 9 that would be consideredDeferred Compensation Separation Benefits will be made to Executive on the first payroll date to occur during the calendar year following the calendar year in which such separation from service occurs, or, if later, (i) the first payroll datefollowing the Release Deadline, (ii) such time as required by the payment schedule applicable to each payment or benefit as set forth in Section 9, or (iii) such time as required by Section 10(c). 

(b) Non-Solicitation. The receipt of any severance benefits pursuant to Section 9(a) will be subject to Executive not violating theprovisions of Section 13. In the event Executive breaches the provisions of Section 13, all continuing payments and benefits to which Executive may otherwise be entitled pursuant to Section 9(a) will immediately cease. 

 

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(c) Section 409A. 

(i) Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant tothis Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “**Deferred Compensation Separation Benefits**”) will bepaid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. 

(ii)Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the DeferredCompensation Separation Benefits that are payable within the first six (6) months following 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 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 Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with thisparagraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable toeach 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 inSection 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 does notexceed the Section 409A Limit (as defined below) will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. 

(v) 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 imposedunder Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and 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 Executive under Section 409A. 

(d) Confidential Information Agreement. Executive’s receipt of any payments or benefits under Section 9 will be subject to Executive continuing to comply with the terms of Confidential InformationAgreement (as defined in Section 12). 

(e) No Duty to Mitigate. Executive will not be required to mitigate the amount of anypayment contemplated by this Agreement, nor will any earnings that Executive may receive from any other source reduce any such payment. 

 

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11. Definitions. 

(a) [Benefit Plans. For purposes of this Agreement, “**Benefit Plans**” means plans, policies or arrangements that the Company sponsors (or participates in) and that immediately prior toExecutive’s termination of employment provide Executive and/or Executive’s eligible dependents with medical, dental, and/or vision benefits. Benefit Plans do not include any other type of benefit (including, but not by way of limitation,disability, life insurance or retirement benefits). A requirement that the Company provide Executive and Executive’s eligible dependents with coverage under the Benefit Plans will not be satisfied unless the coverage is no less favorable thanthat provided to senior executives of the Company at any applicable time during the period Executive is entitled to receive severance pursuant to Section 8(a). The Company may, at its option, satisfy any requirement that the Company providecoverage under any Benefit Plan by (i) reimbursing Executive’s premiums under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“**COBRA**”) after Executive has properly elected continuationcoverage under COBRA (in which case Executive will be solely responsible for electing such coverage for his eligible dependents), or (ii) providing coverage under a separate plan or plans providing coverage that is no less favorable or bypaying Executive a lump-sum payment which is, on an after-tax basis, sufficient to provide Executive and Executive’s eligible dependents with equivalent coverage under a third party plan that is reasonably available to Executive andExecutive’s eligible dependents.] 

(b) Cause. For purposes of this Agreement, “**Cause**” is defined as(i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee which is intended to result in substantial personal enrichment of the Executive; (ii) Executive’s conviction of, or plea ofnolocontendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) Executive’s gross misconduct; (iv) Executive’s unauthorized use or disclosure of any proprietaryinformation or trade secrets of the Company or any other party to whom Executive owes an obligation of nondisclosure as a result of Executive’s relationship with the Company; (v) Executive’s willful breach of any obligations under anywritten agreement or covenant with the Company; (vi) Executive’s continued failure to perform his employment duties after Executive (A) has received a written demand of performance from the Company which specifically sets forth thefactual basis for the Company’s belief that Executive has not substantially performed his duties, and (B) has failed to cure such non-performance to the Company’s satisfaction within 10 business days after receiving such notice; or(vii) Executive’s failure to cooperate in an investigation initiated by the Board. 

(c) Good Reason. For purposes of thisAgreement, “**Good Reason**” means Executive’s resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, withoutExecutive’s consent: (i) a material reduction of Executive’s authorities, duties or responsibilities, or the removal of Executive from such authorities, duties or responsibilities, unless Executive is provided with a comparableposition (i.e., a position of equal or greater organizational level, duties and authority); provided, however, that a reduction in authorities, duties or responsibilities solely by virtue of the Company being acquired and made part of a largerentity (as, for example, when the Chief Financial Officer of the Company remains as such following a change of control of the Company but is not made the Chief Financial Officer of the acquiring corporation) will not constitute “GoodReason”; and (ii) a material reduction of Executive’s aggregate base salary and target bonus opportunity (“**Base Compensation**”) below Executive’s Base Compensation immediately prior to such reduction, unless the

 

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Company also similarly reduces the Base Compensation of all other executives of the Company, its successor or either of their respective parent companies).Executive will not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within ninety (90) days of the initial existence of the grounds for“Good Reason” and a reasonable cure period of not less than thirty (30) days following the date of such notice. 

(d)[Change in Control. For purposes of this Agreement, “**Change in Control**” of the Company is defined as: 

(i)Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“**Person**”), acquires ownership of the shares of the Companythat, together with the shares held by such Person, constitutes more than 50% of the total voting power of the shares of the Company; provided, however, that for purposes of this subsection (i), the acquisition of additional shares by any onePerson, who is considered to own more than 50% of the total voting power of the shares of the Company will not be considered a Change in Control; or 

(ii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires(or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more than 85% of the total gross fair marketvalue of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (ii), the following will not constitute a change in the ownership of a substantial portion ofthe Company’s assets: (A) a transfer to an entity that is controlled by the Company’s shareholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a shareholder of the Company (immediatelybefore the asset transfer) in exchange for or with respect to the Company’s shares, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person that owns,directly or indirectly, 50% or more of the total value or voting power of all the outstanding shares of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Persondescribed in this subsection (ii)(B)(3). For purposes of this subsection (ii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilitiesassociated with such assets. 

For purposes of this Section 10(d), persons will be considered to be acting as a group if they areowners of a corporation that enters into a merger, consolidation, purchase or acquisition of shares, purchase or acquisition of assets, or similar business transaction with the Company. 

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event withinthe meaning of Section 409A. 

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if:(i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’ssecurities immediately before such transaction.] 

 

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(e) [Disability. For the purposes of Section 8 above, “**Disability**” means(i) Executive’s inability 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 a continuous period of notless than twelve (12) months; or (ii) Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last a continuous period of not less than twelve(12) months, receiving income replacement benefits for a period of not less than three (3) months under any accident or health plan covering employees of the Company.] 

(f) Section 409A Limit. For purposes of this Agreement, “**Section 409A Limit**” will mean the lesser of two (2) times:(i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of Executive’s termination of employment as determined underTreasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant toSection 401(a)(17) of the Code for the year in which Executive’s employment is terminated. 

****12. ConfidentialInformation. Executive agrees to enter into the Company’s standard Confidential Information and Invention Assignment Agreement (the “**Confidential Information Agreement**”) [upon commencing employment hereunder].****

****13. Non-Solicitation. Until the date one (1) year after the termination of Executive’s employment with theCompany for any reason, Executive agrees not, either directly or indirectly, to solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company (or any parent or subsidiary of the Company) or cause an employee toleave his employment either for Executive or for any other entity or person. Executive represents that he (i) is familiar with the foregoing covenant not to solicit, and (ii) is fully aware of his obligations hereunder, including, withoutlimitation, the reasonableness of the length of time, scope and geographic coverage of these covenants.****

14. Assignment. ThisAgreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive’s death and (b) any successor of the Company. Any such successor of the Company will be deemedsubstituted for the Company under the terms of this Agreement for all purposes. For this purpose, “**successor**” means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise,directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by willor the laws of descent and distribution. Any other attempted assignment, transfer, conveyance or other disposition of Executive’s right to compensation or other benefits will be null and void. 

15. Notices. All notices, requests, demands and other communications called for hereunder will be in writing and will be deemed given (i) onthe date of delivery if delivered personally, (ii) one (1) day after being sent by a well established commercial 

 

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overnight service, or (iii) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to theparties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing: 

If tothe Company: 

Spreadtrum Communications, Inc. 

c/o Spreadtrum Communications (Shanghai) Co. Ltd. 

Spreadtrum Center, Building No. 1 

Lane 2288, Zuchongzhi Road 

Attn:President and/or Chief Executive Officer 

If to Executive: 

at the last residential address known by the Company. 

16. Severability. In the event that anyprovision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision. 

17. Arbitration. 

(a)Arbitration. In consideration of Executive’s service to the Company, its promise to arbitrate all employment related disputes and Executive’s receipt of the compensation, pay raises and other benefits paid to Executive by theCompany, at present and in the future, Executive agrees that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, shareholder or benefit plan of the Company in their capacity as suchor otherwise) arising out of, relating to, or resulting from Executive’s service to the Company under this Agreement or otherwise or the termination of Executive’s service with the Company, including any breach of this Agreement, will besubject to binding arbitration under the Arbitration Rules set forth in California Code of Civil Procedure Section 1280 through 1294.2, including Section 1283.05 (the “**Rules**”) and pursuant to California law. Disputes whichExecutive agrees to arbitrate, and thereby agrees to waive any right to a trial by jury, include any statutory claims under state or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, theAmericans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the California Labor Code, claims of harassment, discrimination orwrongful termination and any statutory claims. Executive further understands that this Agreement to arbitrate also applies to any disputes that the Company may have with Executive. 

(b) Procedure. Executive agrees that any arbitration will be administered by the Judicial Arbitration and Mediation Services(“**JAMS**”) and that a neutral arbitrator will be selected in a manner consistent with its National Rules for the Resolution of Employment Disputes. All arbitration proceedings shall be held in Santa Clara County, California. Thearbitration proceedings will allow for discovery according to the rules set forth in the *Employment Arbitration Rules and Procedures of JAMS*(the “**JAMS Rules**”) or *California Code of Civil Procedure*. Executive agreesthat the arbitrator will have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and 

 

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demurrers, prior to any arbitration hearing. Executive agrees that the arbitrator will issue a written decision on the merits. Executive also agrees that thearbitrator will have the power to award any remedies, including attorneys’ fees and costs, available under applicable law. Executive understands the Company will pay for any administrative or hearing fees charged by the arbitrator or JAMSexcept that with respect to any arbitration Executive initiates, Executive will pay the amount Executive would have otherwise been required to pay to file a claim in court. Executive agrees that the arbitrator will administer and conduct anyarbitration in a manner consistent with the Rules and that to the extent that the Rules conflict with the Rules, the Rules will take precedence. 

(c) Remedy. Except as provided by the Rules, arbitration will be the sole, exclusive and final remedy for any dispute between Executive and the Company. Accordingly, except as provided for by the Rules, neither Executive nor theCompany will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator will notorder or require the Company to adopt a policy not otherwise required by law which the Company has not adopted. The prevailing party in any arbitration proceeding shall be entitled to recover from the losing party all costs that it has incurred as aresult of such proceeding, including but not limited to, all reasonable travel costs and reasonable attorneys’ fees. 

(d)Availability of Injunctive Relief. In addition to the right under the Rules to petition the court for provisional relief, Executive agrees that any party may also petition the court for injunctive relief where either party alleges or claims aviolation of this Agreement or the Confidentiality Agreement or any other agreement regarding trade secrets, confidential information, nonsolicitation or Labor Code §2870. In the event either party seeks injunctive relief, the prevailingparty will be entitled to recover reasonable costs and attorneys’ fees. 

(e) Administrative Relief. Executive understands thatthis Agreement does not prohibit Executive from pursuing an administrative claim with a local, state or federal administrative body such as the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission or theworkers’ compensation board. This Agreement does, however, preclude Executive from pursuing court action regarding any such claim. 

(f) Voluntary Nature of Agreement. Executive acknowledges and agrees that Executive is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Executive further acknowledges andagrees that Executive has carefully read this Agreement and that Executive has asked any questions needed for Executive to understand the terms, consequences and binding effect of this Agreement and fully understands it, including that *EXECUTIVEIS WAIVING EXECUTIVE’S RIGHT TO A JURY TRIAL*. Finally, Executive agrees that Executive has been provided an opportunity to seek the advice of an attorney of Executive’s choice before signing this Agreement. 

18. Integration. This Agreement, together with the Confidential Information Agreement represents the entire agreement and understanding betweenthe parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. This Agreement may be modified only by agreement of the parties by a written instrument executed by the parties that isdesignated as an amendment to this Agreement. 

 

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19. Waiver of Breach. The waiver of a breach of any term or provision of this Agreement, whichmust be in writing, will not operate as or be construed to be a waiver of any other previous or subsequent breach of this Agreement. 

20.Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement. 

21. Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes. 

22. Governing Law. This Agreement will be governed by the laws of the State of California (with the exception of its conflict of laws provisions). 

23. Acknowledgment. Executive acknowledges that he has had the opportunity to discuss this matter with and obtain advice from his privateattorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement. 

24. Counterparts. This Agreement may be executed in counterparts, and each counterpart will have the same force and effect as an original and willconstitute an effective, binding agreement on the part of each of the undersigned. 

***[Remainder of Page Intentionally Left Blank]***

 

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by theirduly authorized officers, as of the day and year first above written. 

 
COMPANY:   SPREADTRUM COMMUNICATIONS, INC.   By: 
 
  Date: 
 
Title: 
 
   EXECUTIVE:   
 
  Date: 
 
[    ]    
**[SIGNATURE PAGE TO [    ] EMPLOYMENT AGREEMENT]**

 

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