A PPLIED M ICRO C IRCUITS C ORPORATION
A MENDED AND R ESTATED 1992 E QUITY I NCENTIVE P LAN
S TOCK O PTION A GREEMENT
(I NCENTIVE S TOCK O PTION OR N ONSTATUTORY S TOCK O PTION )
Pursuant to your Stock Option Grant Notice (“ Grant Notice ”) and this Stock Option Agreement, Applied Micro Circuits
Corporation (the “ Company ”) has granted you an option under its Amended and Restated 1992 Equity Incentive Plan (the “
Plan ”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price
indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall
have the same definitions as in the Plan.
The details of your option are as follows:
1. V ESTING . Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided
that vesting will cease upon the termination of your Continuous Service.
2. N UMBER OF S HARES AND E XERCISE P RICE . The number of shares of Common Stock subject to your option and your
exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments.
3. E XERCISE R ESTRICTION FOR N ON -E XEMPT E MPLOYEES . If you are an Employee eligible for overtime compensation
under the Fair Labor Standards Act of 1938, as amended ( i.e. , a “ Non-Exempt Employee ”), you may not exercise your option
until you have completed at least six months of Continuous Service measured from the Date of Grant specified in your Grant
Notice, notwithstanding any other provision of your option.
4. M ETHOD OF P AYMENT . Payment of the exercise price is due in full upon exercise of all or any part of your option. You
may elect to make payment of the exercise price in cash or by check, bank draft or money order payable to the Company or in
any other manner permitted by your Grant Notice, which may include one or more of the following:
(a) In the Company’s sole discretion at the