THIS EMPLOYMENT AGREEMENT (the “ Agreement ”) is made as of October 24, 2002 (the “ Effective Date ”) by and
between Microtune, Inc., a Delaware corporation (the “ Company ”), and William L. Housley (“ Employee ”).
The parties hereby agree as follows:
1. Employment .
(a) As of the Effective Date, Employee shall serve as the President and Chief Operating Officer (COO) of the
Company. Employee agrees to perform such reasonable responsibilities and duties as may be required of him by the Board of
Directors of the Company (the “ Board ”) and the CEO in such capacity. Employee shall report directly to the CEO. Employee
agrees not to terminate the Term prior to the second (2 nd ) anniversary of the Effective Date, except for Certain Reasons (as
defined below). In the event Employee voluntarily resigns one of the positions but continues on in full capacity in the other
position, this Agreement shall continue in full effect. In the event the Employee becomes CEO, this Agreement shall also remain
in full effect.
(b) The Board may terminate the Term at any time, by giving Employee thirty (30) days advance notice in writing.
However, if the Board terminates the Term without Cause (as defined below) within two (2) years after the Effective Date, the
Company shall pay Employee severance benefits as set forth in Section 6. Any termination of employment by the Company or
by Employee for any reason whatsoever during the term of this Agreement shall be communicated by written notice of
termination to the other party hereto (“ Notice of Termination ”).
(c) In the event of a Change of Control (as defined below) of the Company that results in termination of the Term, the
Company shall pay Employee severance benefits as set forth in Section 7.
2. Duties and Scope of Employment .
(a) Positions and Duties . Employee will continue to serve as President and COO (or one capacity only, pursuant to 1.
(a) above) of the Company while employed