Letter agreement between the Company and Ms. Karen Bogart



 Exhibit 10.2 
 

 
 Monolithic Power Systems, Inc. 
 6409 Guadalupe Mines Road 
 San Jose, CA 95120 
 May 24, 2007 
 Ms. Karen A. Smith Bogart 
 Dear Karen: 
 I am pleased to offer you a seat on the Board of Directors (the “Board”) of Monolithic Power Systems, Inc.
(the “Company”) as a Class II director. Your appointment to the Board will be effective on May 24, 2007. With the hope and expectation that you will accept this offer, I have summarized a few related matters below for your reference.

 First, should you accept this offer, the Company will, upon the effective date of your joining the Board, recommend that the Board grant
you an option (the “Option”) to purchase up to 30,000 shares of the Company’s Common Stock under the 2004 Equity Incentive Plan (the “Plan”) at an exercise price equal to the fair market value of the shares on the date of
grant. We will provide your Option grant paperwork promptly after such grant has been made. Subject to the terms of the Plan and your related option agreement, your Option will vest as to 50% of the shares one year from the date referred to as the
“Vesting Commencement Date”, and as to an additional 50% of the shares one year thereafter such that your Option will be fully vested on the two-year anniversary of the Vesting Commencement Date. 
 In addition to the time-based vesting described in the preceding paragraph, if you are a Director of the Company on the date of a Change of Control (as
defined below) that occurs before the two-year anniversary of the Vesting Commencement Date, in the event that a successor corporation refuses to assume or substitute the Option with an equivalent option or right, 100% of the shares subject to the
Option shall immediately vest as of the effective date of such Change of Control. Notwithstanding any accelerated vesting contained in this paragraph, your total number of shares subject to the Option granted herein shall not increase by virtue of a
Change of Control. 
 “Change of Control” means the occurrence of any of the following events: 
 (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner”
(as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; or









 Letter to Karen A. Smith Bogart 
 May 24, 2007 
 Page 2 
  

 (ii) The consummation of the sale or disposition by the Company of all or
substantially all of the Company’s assets; 
 (iii) A change in the composition of the Board occurring within a two-year
period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” means directors who either (A) are Directors as of the effective date of the Plan, or (B) are elected, or
nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the Company); or 
 (iv) The consummation of a
merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent
outstanding immediately after such merger or consolidation. 
 Second, in addition to the indemnification rights you, in your capacity as a
director of the Company, will be entitled to under the Company’s Bylaws and Certificate of Incorporation, we propose to grant you the additional contractual indemnification and related rights provided in the enclosed Indemnification Agreement.

 Third, you will receive an annual retainer of $25,000 in connection with your seat on the Board of Directors and certain other amounts
based on your participation on the Audit Committee, Compensation Committee and/or Nominating and Corporate Governance Committee. The committee assignments will be determined by the Board of Directors. 








 Letter to Karen A. Smith Bogart 
 May 24, 2007 
 Page 3 
  

 Finally, as you know, the Company’s intellectual property and other proprietary information is
one of our most important assets and we must all be vigilant in our protection of it. Although it goes without saying, I feel it is appropriate to remind all new directors of their fiduciary duties of loyalty and care to the Company. These include
the duty to maintain the confidentiality of the Company’s confidential and proprietary information and the duty to not use such information other than to promote the Company’s best interests. I am sure that you can appreciate the
importance of these matters to us. 
 Again, I am happy to extend this invitation to you. Your participation on our Board would be of great
benefit to the Company. 
  

			
	Best Regards,	 	
		
	 /s/ Michael Hsing
	 	
	Michael Hsing, CEO	 	


  

			
	Acknowledged and agreed:	 	
		
	 /s/ Karen Smith Bogart
	 	
	 Karen Smith Bogart
	 	
		
	Date: May 24, 2007