EMPLOYMENT TRANSITION AND RETIREMENT AGREEMENT
This Employment Transition and Retirement Agreement (“Agreement”) is entered into by and between William E. Bendush
(“Mr. Bendush”) and Applied Micro Circuits Corporation (“AMCC” or “Company”).
A. AMCC is a corporation doing business in the State of California, where Mr. Bendush is employed.
Mr. Bendush has been employed by AMCC since 1999 and is currently its Senior Vice President, Chief Financial Officer
Mr. Bendush desires to transition his employment during 2003 and to retire from the Company and the parties desire to set
forth the terms upon which Mr. Bendush will retire.
Employment Transition and Retirement.
Mr. Bendush will be retiring his employment with AMCC on December 31, 2003 (“Termination Date”). Effective March
31, 2003, Mr. Bendush will cease performing the duties of Senior Vice President, Chief Financial Officer and Secretary, and of all
other offices in which he currently serves. Mr. Bendush will continue to perform financial services for AMCC from April 1, 2003
through December 31, 2003 (the “Transition Period”). During the Transition Period, Mr. Bendush’s primary duties will be: to
assist AMCC with investor relations and to provide input regarding financial and accounting issues, reporting and strategy.
During the Transition Period, Mr. Bendush shall report to Mr. Stephen Smith, and will perform duties reasonably requested by
Mr. Smith. AMCC and Mr. Smith shall retain and exercise control over the manner and means by which Mr. Bendush performs
his duties. This includes instructions regarding the duties to be performed, when they are to be performed, where they are to be
performed and how the work is to be performed. AMCC will maintain an office for Mr. Bendush where he is expected to perform
most of his duties. All materials and support staff needed to assist Mr. Bendush in the performance of these duties shall be