YU Chor Woon Carol, an individual (the “Employee”).
1. Definitions . Capitalized terms used herein and not otherwise defined in the text below will have the meanings ascribed
thereto on Annex 1 .
2. Employment; Duties .
(a) The Company agrees to employ the Employee in the capacity and with such responsibilities as are generally set forth
on Annex 2 .
(b) The Employee hereby agrees to devote his or her full time and best efforts in such capacities as are set forth on Annex
2 on the terms and conditions set forth herein. Notwithstanding the foregoing, the Employee may engage in other activities,
such as activities involving professional, charitable, educational, religious and similar types of organizations, provided that that
the Employee complies with the Employee Non-competition, Non-solicitation, Confidential Information and Work Product
Agreement attached hereto as Annex 3 (the “Employee Obligations Agreement”) and such other activities do not interfere with
or prohibit the performance of the Employee’s duties under this Agreement, or conflict in any material way with the business of
the Company or of its subsidiaries and affiliates. The Employee Obligations Agreement as currently in effect shall continue in
effect on and after the date hereof, provided that the Employee Obligations Agreement is hereby amended effective as of the
date hereof by deleting Section 8(b) thereof in its entirety and replacing it with language identical to that of Section 9
(“Governing Law; Resolution of Disputes”) of this Agreement. The Company hereby agrees that the continuation of the
Employee’s status as a shareholder and director of Zhaoqing and of her status as a director of Spreadtrum Communications, a
semiconductor company focused on China’s 3G standard TD-SCDMA, will not be deemed to be a violation of this clause,
provided that (i) the businesses of such companies do not subsequently change such that they are in competition with the
business of the Company and (ii)