EMPLOYMENT AND NON-SOLICITATION AGREEMENT
This Employment and Non-Solicitation Agreement (“Agreement”) is made as of the Effective Date, as defined below,
by and between Applied Micro Circuits Corporation (“Employer” or “Company”) and Faye Pairman (“Employee”).
This Agreement is entered into in connection with and is ancillary to an Agreement and Plan of Merger
(“Merger Agreement”) dated on or about February 25, 2004 by and between 3Ware, Inc. (“3Ware”) and
Pursuant to the Merger Agreement, 3Ware will become a wholly-owned subsidiary of Employer (the
“Merger”). The date upon which the Merger is consummated, and upon which this Agreement becomes
effective, is the “Effective Date”.
Employee has been employed at 3Ware as its President and Chief Executive Officer in accordance with an
employment agreement dated on or about August 20, 2002 (“Employment Agreement”). While so
employed, Employer was granted stock options pursuant to 3Ware’s stock option plan and applicable
agreement (the “Stock Options”).
Employer intends to terminate the Employment Agreement and to continue to employ Employee, and
Employee intends to continue employment with Employer, as set forth herein after the Merger occurs.
1. TERM Subject to the occurrence of the Effective Date, Employer will employ Employee, and Employee accepts
employment with Employer, on an “at will” basis, meaning that either Employer or Employee may terminate
Employee’s employment with Employer at any time and for any or no reason as provided below. The period
commencing with the Effective Date and terminating upon the date of termination of employment is hereby referred to
as the Term.
2. TITLE Employee shall initially have the title of Employer’s Senior Vice President of Storage.
3. DUTIES. Employee will work exclusively for Employer and shall initially report to Brent Little. Employee shall perform