CHANGE OF CONTROL AGREEMENT
THIS CHANGE OF CONTROL AGREEMENT (the “ Agreement ”) is made as of August 26, 2003 (the “ Effective Date ”)
by and between Microtune, Inc., a Delaware corporation or any of its direct or indirect subsidiaries (the “ Company ”), and
Marc Underwood (“ Employee ”).
The parties hereby agree as follows:
1. Employment .
(a) As of the Effective Date, Employee shall serve as the Vice President of Human Resources of Microtune, Inc.
Employee agrees to perform such reasonable responsibilities and duties as may be required of him or her by the Board of
Directors of the Company (the “ Board ”) or the CEO in such capacity. The Board may terminate the Term at any time, by giving
Employee thirty (30) days’ advance notice in writing.
(b) 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 4.
(c) Nothing in this Agreement shall change the Employee’s status of AT WILL EMPLOYMENT prior to a Change of
2. Certain Definitions . For the purposes of this Agreement, the following terms have the meanings set forth below.
(a) “ Base Compensation ” means Employee’s rate of annual salary, as in effect for the twelve-month period ending on
the date of any Change of Control or on the Date of Termination, whichever is higher. Base Compensation does not include
elements such as bonuses, reimbursement of interest paid on guaranteed loans, auto allowances, nor any income from equity
based compensation, such as may result from the exercise of stock options or stock appreciation rights, or the receipt of
restricted stock awards or the lapse of the restrictions on such awards. If Employee is employed by the Company and/or any of
its subsidiaries for less than one full calendar year immediately preceding the Change of Control, Employee’s “highest annual
bonus” will be determined by a