GIG Gigpeak, Inc. (delisted)

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Officer Employment Agreements

On November 17, 2016, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of GigPeak, Inc. (the “Company”) approved amendments to the Employment Agreements of Drs. Katz and Dinu, and Messrs. Ma and Betti-Berutto (collectively, the “Employment Agreements”) to provide a clearer definition of what constitutes a Change in Control (as such term is defined in their respective Employment Agreements, as amended), as well as other changes described herein. Dr. Katz’s Employment Agreement was also amended to clarify the payments he would be entitled to receive upon a Change in Control. Pursuant to the amendment, Dr. Katz would be entitled to receive a pro-rated annual bonus for the period of the year that he has worked prior to the Change in Control, plus a lump sum payment equal to three times the average of the sum of his annual base salary plus annual bonuses for the most recent two fiscal years completed by the Company. Dr. Dinu and Mr. Ma’s Employment Agreements were also amended to provide for single trigger acceleration of all unvested equity upon a Change in Control, matching the provisions already in Dr. Katz’s and Mr. Betti-Berutto’s Employment Agreements. Additional changes were made to the Employment Agreements to clarify and conform the language used in the agreements, but these additional changes did not affect the material terms of the Employment Agreements.

Other than as described above, the material terms of the Employment Agreements of each of Drs. Katz and Dinu and Messrs. Ma and Betti-Berutto, as previously disclosed by the Company, have not been revised. Copies of these Employment Agreements as amended and restated are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference. The foregoing description of the Employment Agreements does not purport to be complete and is qualified in its entirety by reference to Exhibits 10.1, 10.2, 10.3 and 10.4.

Change in Control Bonus Plan

On November 17, 2016 the Compensation Committee approved the creation of a Change in Control Bonus Plan (the “Bonus Plan”) to provide cash payments upon a Change in Control (as such term is defined in the Bonus Plan) to such executive officers and employees of the Company as may in the future be designated by the Compensation Committee. The Bonus Plan is designed to promote the interests of the Company and its stockholders by providing an additional incentive to management and employees to maximize the value of the Company’s business and its common stock. The Bonus Plan shall be administered by the Compensation Committee, which shall determine the executive officers and employees to whom awards are granted under the Bonus Plan (the “Participants”) and the terms of payment under an award in accordance with the terms of the Bonus Plan. Payments to Participants under the Bonus Plan shall be made only upon the consummation of a Change in Control provided that the Participant remains employed by the Company at the time of such consummation in accordance with the Bonus Plan.

Payments to Participants shall be equal to an amount based on a percentage of the aggregate amount of payments available for distribution to Participants with respect to any Change in Control (the “Bonus Pool”). The Bonus Pool shall be determined by multiplying the aggregate fair market value of the gross consideration received by the Company or its security holders in a Change in Control (but shall not include any severance or other compensatory payments and gross-up payments made in connection with Section 280G of the Internal Revenue Code of 1986, as amended, paid or payable to employees or consultants of the Company upon a Change in Control in accordance with the terms of any plan, program or arrangement of the Company, any consulting, legal, accounting or other fees or costs paid in connection with the transaction triggering the Change in Control, and any other costs, fees or expenses as may be determined by the Compensation Committee in good faith immediately prior to the consummation of the Change in Control) (the “Sales Proceeds”) by the Bonus Percentage (as such term is defined in the Bonus Plan, but which shall have a cap of five and one-half percent and which shall be based in part upon the premium of the amount paid to a stockholder of the Company in a Change in Control to the average closing price of a share of the Company’s common stock for the 90-day period ending immediately prior to the announcement of the Change in Control). To the extent that the aggregate payments under the Bonus Pool would otherwise exceed five and one-half percent of the Sales Proceeds, the Compensation Committee shall reduce all payments to Participants payable under the Bonus Pool in a manner that it determines to be equitable and appropriate under the circumstances in its sole discretion.

A copy of the Bonus Plan is attached hereto as Exhibit 10.5 and is incorporated herein by reference. The foregoing description of the Bonus Plan does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.5.