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Exhibit 10.1
July 31, 2009
Re: Director Compensation -
Equity Acceleration upon Change of Control
Dear
,
As you are aware, on April 30,
2009, PMC-Sierra, Inc.’s Board of Directors approved the
acceleration of your options and restricted stock units under
certain circumstances. In particular, immediately prior to the
effective time of a Change of Control each of your then
outstanding options and restricted stock units awarded to you for
service as a Director (to the extent not fully vested at such time)
will accelerate in full. The shares of common stock issuable
upon vesting of the restricted stock units shall be issued as soon
as practicable following the Change of Control but in no event
later than the close of the calendar year in which the Change of
Control or (if later) the fifteenth (15th) day of the third
(3rd) calendar month following such Change of
Control. For this purpose, a “Change of Control”
means the occurrence of any of the following events:
(A) Any “person” or
“group” as such terms are defined under Sections 13 and
14 of the Securities Exchange Act of 1934
(“Exchange
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