Appendix to the 1994 Incentive Stock Plan for Israeli Taxpayers



 Exhibit 10.5 
 Appendix A 
 Amended and Restated Israeli Sub-Plan 
  

	1.	Special Provisions for Israeli Tax Payers 

 1.1 This Appendix (the “Appendix”) to the PMC-Sierra, Inc. - 1994 Incentive Stock Plan, as amended and restated effective as of February 1, 2007 (the “Plan”) is effective as of April 5, 2007 (the
“Effective Date”). 
 1.2 The provisions specified hereunder apply only to persons who are deemed to be residents of the
State of Israel for tax purposes, or are otherwise subject to taxation in Israel. 
 1.3 This Appendix applies with respect to grants of
Options, Stock Purchase Rights and Restricted Stock Units under the Plan (such Options, Stock Purchase Rights and Restricted Stock Units shall collectively be referred to as “Awards”). The purpose of this Appendix is to establish
certain rules and limitations applicable to Awards and Shares that may be granted or issued under the Plan from time to time, in compliance with the securities and other applicable laws currently in force in the State of Israel. Except as otherwise
provided by this Appendix, all grants made pursuant to this Appendix shall be governed by the terms of the Plan. This Appendix is applicable only to Awards granted after the Effective Date. This Appendix shall comply with and is subject to the ITO
and Section 102. 
 1.4 The Plan and this Appendix shall be read together. In any case of contradiction, whether explicit or implied,
between the provisions of this Appendix and the Plan, the provisions of this Appendix shall govern. 
  

	2.	Definitions 

 Capitalized terms not otherwise
defined herein shall have the meaning assigned to them in the Plan. The following additional definitions will apply to grants made pursuant to this Appendix: 
 “3(i) Option” means an Option which is subject to taxation pursuant to Section 3(i) of the ITO which has been granted to any person who is not an Eligible 102 Optionee. 
 “102 Capital Gains Track” means the tax alternative set forth in Section 102(b)(2) of the ITO pursuant to which income resulting
from the sale of Shares derived from Awards is taxed as a capital gain. 
 “102 Capital Gains Track Grant” means a 102
Trustee Grant qualifying for the special tax treatment under the 102 Capital Gains Track. 







 “102 Ordinary Income Track” means the tax alternative set forth in
Section 102(b)(1) of the ITO pursuant to which income resulting from the sale of Stock derived from Awards is taxed as ordinary income. 
 “102 Ordinary Income Track Grant” means a 102 Trustee Grant qualifying for the ordinary income tax treatment under the 102 Ordinary Income Track. 
 “102 Trustee Grant” means an Award granted pursuant to Section 102(b) of the ITO and held in trust by a Trustee for the benefit of
the Optionee, and includes both 102 Capital Gains Track Grants and 102 Ordinary Income Track Grants. 
 “Affiliate” means
any “employing company” within the meaning of Section 102(a) of the ITO. 
 “Award Agreement” means the
agreement and other documents evidencing the terms and conditions of the Award. 
 “Controlling Shareholder” as defined
under Section 32(9) of the Ordinance, means an employee who prior to the grant or as a result of the exercise of any Award, holds or would hold, directly or indirectly, in his name or with a relative (as defined in the Ordinance) (i) 10%
of the outstanding shares of the Company, (ii) 10% of the voting power of the Company, (iii) the right to hold or purchase 10% of the outstanding equity or voting power, (iv) the right to obtain 10% of the “profit” of the
Company (as defined in the Ordinance), or (v) the right to appoint a director of the Company. 
 “Election” means the
Company’s choice of the type (as between capital gains track or ordinary income track) of 102 Trustee Grants it will make under the Plan, as filed with the ITA. 
 “Eligible 102 Optionee” means an Employee, a Director or an office holder of the Company or its Affiliates, who is not a Controlling Shareholder. 
 “ITA” means the Israeli Tax Authority. 
 “ITO” means the Israeli Income Tax Ordinance (New Version) 1961 and the rules, regulations, orders or procedures promulgated thereunder and any amendments thereto, including specifically the Rules,
all as may be amended from time to time. 
 “Non-Trustee Grant” means an Award granted to an Eligible 102 Optionee pursuant
to Section 102(c) of the ITO and not held in trust by a Trustee. 
 “Option” means an Option granted pursuant to the
terms and conditions of the Plan and the Appendix. 
 “Required Minimum Trust Period” means the requisite period prescribed
by the ITO and the Rules, or such other period as may be required by the ITA, with respect to 102 Trustee Grants, during which Awards or Shares issued thereunder must be held by the Trustee for the benefit of the person to whom it was granted in
order for such grant to enjoy the tax benefits afforded to a 102 Trustee Grant. Currently, such period for 102 Capital Gains Track Grants is 24 months from the date of grant of the Awards and their deposit with the Trustee. 
  

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 “Restricted Stock Units” means a Restricted Stock Unit granted pursuant to the terms and
conditions of the Plan and the Appendix. 
 “Rules” means the Income Tax Rules (Tax benefits in Stock Issuance to Employees)
5763-2003. 
 “Section 102” shall mean the provisions of Section 102 of the ITO, as amended from time to time,
including by the Law Amending the Income Tax Ordinance (Number 132), 2002, effective as of January 1, 2003 and by the Law Amending the Income Tax Ordinance (Number 147), 2005. 
 “Trustee” means a person or entity designated by the Board to serve as a trustee and approved by the ITA in accordance with the
provisions of Section 102(a) of the ITO. 
  

	3.	Types of Awards and Section 102 Election 

 3.1 102 Trustee Grants whether made as grants of Options, Stock Purchase Rights or Restricted Stock Units, shall be made pursuant to either (a) Section 102(b)(2) of the ITO as 102 Capial Gains Track Grants or
(b) Section 102(b)(1) of the ITO as 102 Ordinary Income Track Grants. The Company’s Election regarding the type of 102 Trustee Grant it chooses to make shall be filed with the ITA. Once the Company has filed such Election, it may
change the type of 102 Trustee Grant that it chooses to make only after the lapse of at least 12 months from the end of the calendar year in which the first grant was made in accordance with the previous Election, in accordance with
Section 102. For the avoidance of doubt, such Election shall not prevent the Company from granting Non-Trustee Grants to Eligible 102 Optionees at any time. 
 3.2 Eligible 102 Optionees may receive only 102 Trustee Grants or Non-Trustee Grants under this Appendix. Optionees who are not Eligible 102 Optionees may be granted only 3(i) Options under this Appendix. 

3.3 No 102 Trustee Grants may be made effective pursuant to this Appendix until 30 days after the requisite filings required by the ITO and the Rules
have been made with the ITA. 
 3.4 The Award Agreement shall indicate whether the grant is a 102 Trustee Grant, a Non-Trustee Grant or a
3(i) Grant; and, if the grant is a 102 Trustee Grant, whether it is a 102 Capital Gains Track Grant or a 102 Ordinary Income Track Grant. 
  

	4.	Terms And Conditions of 102 Trustee Awards 

 4.1 Each 102 Trustee Award will be deemed granted for purposes of Section 102 of the ITO on the date stated in a written notice by the Company, provided that effective as of such date all conditions for commencement of the Required
Minimum Trust Period have been met in accordance with any rules or guidelines of the ITA. Each 102 Trustee Award granted to an Eligible 102 Optionee shall be held by the Trustee and each certificate for Shares acquired pursuant to the exercise of an
Option, issued directly as Shares or upon vesting of the Restricted 

  

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Stock Unit, shall be issued to and registered in the name of the Trustee and shall be held in trust for the benefit of the Optionee for the Required Minimum
Trust Period. After termination of the Required Minimum Trust Period, the Trustee may release such Award and any such Shares, provided that (i) the Trustee has received an acknowledgment from the ITA that the Eligible 102 Optionee has paid any
applicable tax due pursuant to the ITO or (ii) the Trustee and/or the Company or its Affiliate withholds any applicable tax due pursuant to the ITO. The Trustee shall not release any 102 Trustee Awards or Shares issued thereunder prior to the
full payment of the Eligible 102 Optionee’s tax liabilities arising from the grant of the Award or the issuance or vesting of the Shares. 
 4.2 Each 102 Trustee Grant (whether a 102 Capital Gains Track Grant or a 102 Ordinary Income Track Grant, as applicable) shall be subject to the relevant terms of Section 102 and the ITO, which shall be deemed an integral part of the
102 Trustee Grant and shall prevail over any term contained in the Plan, this Appendix or any agreement that is not consistent therewith. Any provision of the ITO and any additional terms required by the ITA not expressly specified in this Appendix
or the Award Agreement, as applicable, which are necessary to receive or maintain any tax benefit pursuant to the Section 102 shall be binding on the Eligible 102 Optionee. The Trustee and the Eligible 102 Optionee granted a 102 Trustee Grant
shall comply with the ITO, and the terms and conditions of the Trust Agreement entered into between the Company and the Trustee. For avoidance of doubt, it is reiterated that compliance with the ITO specifically includes compliance with the Rules.
Further, the Eligible 102 Optionee agrees to execute any and all documents which the Company or the Trustee may reasonably determine to be necessary in order to comply with the provision of any applicable law, and, particularly, Section 102.

 4.3 During the Required Minimum Trust Period, the Eligible 102 Optionee shall not require the Trustee to release or sell the Awards or
Shares issued thereunder and other shares received subsequently following any realization of rights derived from Awards or Shares (including stock dividends) to the Eligible 102 Optionee or to a third party, unless permitted to do so by applicable
law. Notwithstanding the foregoing, the Trustee may, pursuant to a written request and subject to applicable law, release and transfer such Shares to a designated third party, provided that both of the following conditions have been fulfilled prior
to such transfer: (i) all taxes required to be paid upon the release and transfer of the Shares have been withheld for transfer to the tax authorities and (ii) the Trustee has received written confirmation from the Company that all
requirements for such release and transfer have been fulfilled according to the terms of the Company’s corporate documents, the Plan, any applicable agreement and any applicable law. To avoid doubt such sale or release during the Required
Minimum Trust Period will result in different tax ramifications to the Eligible 102 Optionee under Section 102 of the ITO and the Rules and/or any other regulations or orders or procedures promulgated thereunder, which shall apply to and shall
be borne solely by such Eligible 102 Optionee. 
 4.4 In the event a stock dividend is declared and/or additional rights are granted with
respect to Shares which derive from 102 Trustee Grants, such dividend and/or rights shall also be subject to the provisions of this Section 4 and the Required Minimum Trust Period for such shares and/or rights shall be measured from the
commencement of the Required Minimum Trust Period for the Awards with respect to which the dividend was declared and/or rights granted. In the event of a cash dividend on Shares, the Trustee shall transfer the dividend proceeds to the Eligible 102
Optionee after deduction of taxes and mandatory payments in compliance with applicable withholding requirements. 
  

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 4.5 If an Option or Restricted Stock Unit granted as a 102 Trustee Grant is exercised or vests during the
Required Minimum Trust Period, the Shares issued upon such exercise or vesting shall be issued in the name of the Trustee for, the benefit of the Eligible 102 Optionee. If such an Option or Restricted Stock Unit is exercised or vests after the
Required Minimum Trust Period ends, the Shares issued upon such exercise or vesting shall, at the election of the Eligible 102 Optionee, either (i) be issued in the name of the Trustee, or (ii) be transferred to the Eligible 102 Optionee
directly, provided that the Optionee first complies with all applicable provisions of the Plan and further provided that the Eligible 102 Optionee’s tax liabilities arising from the grant of the Award or the issuance or vesting of the Shares
has been paid in full. 
 4.6 Notwithstanding anything to the contrary in the Plan, any Restricted Stock Units that are granted under a 102
Trustee Grant may be settled in Shares only (when earned). 
  

	5.	Assignability 

 As long as Awards or Shares
are held by the Trustee on behalf of the Eligible 102 Optionee, all rights of the Eligible 102 Optionee over the Award and Shares are personal, can not be transferred, assigned, pledged, or mortgaged, other than by will or laws of descent and
distribution. 
  

	6.	Tax Consequences 

 6.1 Any tax consequences
arising from the grant, vesting or exercise of any Awards, from the payment for Shares covered thereby, or from any other event or act (of the Company and/or its affiliates and/or the Trustee and/or the Optionee), hereunder, shall be borne solely by
the Optionee. The Company and/or its affiliates and/or the Trustee shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Optionee shall agree to
indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to
withhold, or to have withheld, any such tax from any payment made to the Optionee. The Company and/or any of its Affiliates and/or the Trustee may make such provisions and take such steps as they may deem necessary or appropriate for the withholding
of all taxes required by law to be withheld with respect to Awards under the Plan and the exercise, vesting and/or sale or other disposition thereof, including, but not limited, to (i) deducting the amount so required to be withheld from any
other amount (or Shares issuable) then or thereafter to be provided to the Optionee, including by deducting any such amount from the Optionee’s salary or other amounts payable to the Optionee, to the maximum extent permitted under law and/or
(ii) requiring the Optionee to pay to the Company or any of its affiliates the amount so required to be withheld as a condition of the issuance, delivery, distribution or release of any Shares. The Company and/or the Trustee shall not be
required to release any Shares to the Optionee until all required withholding taxes have been paid by the Optionee. In addition, the Optionee will be required to pay any amount due in excess of the tax withheld and transferred to the ITA, pursuant
to applicable tax laws, regulations and rules. 
  

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 6.2 With respect to Non-Trustee Grants, if the Optionee ceases to be employed by the Company or any
Affiliate, the Eligible 102 Optionee shall extend to the Company and/or its Affiliate a security or guarantee for the payment of tax due at the time of sale of Shares, to the satisfaction of the Company, all in accordance with the provisions of
Section 102 of the ITO and the Rules. 
  

	7.	Governing Law and Jurisdiction 

 Notwithstanding any other provision of the Plan, with respect to Awards granted under this Appendix, the Plan and all instruments issued thereunder or in connection therewith shall be governed by, and interpreted in accordance with, the
laws of the State of Israel applicable to contracts made and to be performed therein. 
  

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