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AMCC > SEC Filings for AMCC > Form 8-K on 29-Oct-2013All Recent SEC Filings




Change in Directors or Principal Officers, Financial Statements and E

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendments to 2011 Equity Incentive Plan

On October 23, 2013, Applied Micro Circuits Corporation (the "Company") amended certain terms and provisions of the Company's 2011 Equity Incentive Plan (the "2011 Plan"). The amendments to the 2011 Plan primarily included the following (capitalized terms have the meanings set forth in the 2011 Plan):

Amendments to Sections 6(a)(ii), 6(b)(ii) and 6(e) clarify the scope of exceptions to the 2011 Plan's general guidelines that Restricted Stock Awards, Restricted Stock Unit Awards and Other Stock Awards utilize minimum 3-year time-based vesting and minimum 1-year performance-based vesting;

An amendment to Section 6(d)(i) reduces from 3 million shares to 750,000 shares the maximum number of shares permitted for Performance Stock Awards made to a single Participant in one year;

An amendment to Section 9(c)(i) limits the automatic 1-year vesting acceleration upon a Corporate Transaction to Awards granted prior to October 22, 2013; and

An amendment to Section 13(jj) confirms and clarifies that, in approving any Award that is subject to Performance Goals, the Board is permitted, but is not obligated, to select Performance Criteria and otherwise structure an Award in a manner that is intended to comply with the exemption for performance-based compensation under
Section 162(m) of the Code.

The amendments described above were approved and adopted by the Board of Directors of the Company in accordance with the powers conveyed to it under Sections 2(b)(ii) and (vi) of the 2011 Plan; stockholder approval of the amendments is not required.

The foregoing summary of the amendments made to the 2011 Plan is qualified in its entirety by reference to the 2011 Plan, as amended and restated effective as of October 23, 2013, a copy of which is attached hereto as Exhibit 10.76 and incorporated by reference herein. A marked copy of the 2011 Plan showing the amendments described herein is attached hereto as Exhibit 10.77 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

10.76    Applied Micro Circuits Corporation 2011 Equity Incentive Plan, as amended
         and restated on October 23, 2013.

10.77    Marked copy of Applied Micro Circuits Corporation 2011 Equity Incentive
         Plan, showing amendments adopted on October 23, 2013.

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