THIS EMPLOYMENT AGREEMENT (the “ Agreement ”) is made effective as of April 7, 2004 (the “ Effective Date ”) by
and between Microtune, Inc., a Delaware corporation (the “ Company ”), and Phillip Daniel Peterson (“ Employee ”).
The parties hereby agree as follows:
1. Employment .
(a) As of the Effective Date, Employee shall serve as the General Counsel 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 Chief Executive Officer (“ CEO ”) in such capacity. Employee shall report directly to the CEO.
Employee agrees not to terminate the Term prior to December 31, 2004 without providing the Company at least 60-days
prior written notice.
(b) The CEO or the Board may terminate the Term at any time, by giving Employee advance notice in writing.
However, if the CEO or the Board terminates the Term without Cause (as defined below) prior to December 31, 2004, 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 shall be communicated by written notice of
termination to the other party hereto (“ Notice of Termination ”).
2. Duties and Scope of Employment .
(a) Positions and Duties . Employee will continue to serve as General Counsel of the Company while employed
hereunder. Employee will render such business and professional services in the performance of his duties, consistent with
Employee’s position within the Company, as shall reasonably be assigned to him by the CEO or the Board.
(b) Obligations . During the Term, Employee will perform his duties faithfully and to the best of his ability and will
devote his full business efforts and time to the Company.
(c) Term . The term of the Employee’s employment under this Agreement shall commence as of the Effective Date and