Exhibit 10.1
October 26, 2005
Michael D. Craighead
c/o Pericom Semiconductor
3545 North First Street
San Jose, CA 95134
Dear Mike:
This
letter sets forth the terms you and I have discussed in regard to
your employment with Pericom Semiconductor Corporation
(“Pericom” or the “Company”), and your
plans to resign from Pericom early next year. If the terms of
this Transition Agreement (the “Agreement”) are
acceptable, please sign where indicated below.
1.
Transition Period . Between now and January 31, 2006
(the “Transition Period”), you will continue your
employment at Pericom as its VP, Finance and
Administration/CFO. Your resignation will be effective on
January 31, 2006 (unless the Transition Period is terminated sooner
in accordance with Section 4 below), and your employment will
terminate at that time.
2.
Duties During Transition Period . During the
Transition Period, you will continue to perform your current duties
as VP, Finance and Administration/CFO, as well as any other duties
that may be reasonably assigned to you by Pericom’s Chief
Executive Officer (“CEO”).
3.
Compensation and Benefits During Transition Period .
During the Transition Period, you will continue to receive your
current annual base salary (less applicable taxes and
withholdings), as may be increased (but not decreased) from time to
time, in accordance with Pericom’s normal payroll
cycle. During the Transition Period, you also will continue
to receive employee benefits that are provided to other
similarly-situated employees (e.g., group health, dental and vision
insurance, 401(k)), subject to the terms and conditions of each
employee benefit plan.
4.
Termination of Transition Period . You understand and
agree that your employment with Pericom will continue to be at-will
during the Transition Period. This means that either you or Pericom
may terminate your employment at any time, with or without notice
and with or without cause. Notwithstanding the foregoing,
Pericom may immediately terminate the Transition Period for
“Cause” if you (i) engage in material misconduct,
including but not limited to fraud, misappropriation of
Pericom’s trade secrets or proprietary information, or
embezzlement, (ii) exhibit, in Pericom’s reasonable
discretion, dishonesty or lack of effort in performance of the
duties assigned to you, (iii) commit a felony or other
criminal act against Pericom, (iv) breach any material
provision, representation or warranty in this Agreement or any
other agreement between herself and Pericom. If your
employment is terminated prior to January 31, 2006 for Cause, you
shall not be entitled to any of the payments or benefits described
in Section 5 below. You understand and agree you will not be
entitled to any further compensation or benefits from Pericom after
your employment terminates for any reason, except as otherwise set
forth in this Agreement.
1
5.
Payments and Stock Acceleration Upon Termination
