S-8

As filed with the Securities and Exchange Commission on August 28, 2012.

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

APPLIED MICRO CIRCUITS CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	94-2586591
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

215 Moffett Park Drive

Sunnyvale, CA 94089

(Address, with zip code, of Principal Executive Offices)

Veloce Technologies, Inc. Amended and Restated 2009 Stock Incentive Plan

Veloce Technologies, Inc. Employee Bonus Plan

Applied Micro Circuits Corporation 2012 Employee Stock Purchase Plan

(Full title of the plan)

Robert G. Gargus

Senior Vice President and Chief Financial Officer

APPLIED MICRO CIRCUITS CORPORATION

215 Moffett Park Drive

Sunnyvale, CA 94089

(408) 542-8600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

L. William Caraccio	Sean C. Feller
Vice President, General Counsel and Secretary	GIBSON, DUNN & CRUTCHER LLP
APPLIED MICRO CIRCUITS CORPORATION	333 S. Grand Ave.
215 Moffett Park Drive	Los Angeles, CA 90071
Sunnyvale, CA 94089	(213) 229-7579
(408) 542-8600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(2)
Common Stock, $0.01 par value per share (4)	8,670,334	$5.20	$45,085,737	$5,167
Common Stock, $0.01 par value per share (5)	4,340,233	$5.20	$22,569,212	$2,586
Common Stock, $0.01 par value per share (6)	1,800,000	$4.42(3)	$7,956,000	$912
Total	14,810,567	N/A	$75,610,949	$8,665

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, there is also being registered such additional shares of the common stock, par value $.01 per share (“Common Stock”) that become available under the Plans (defined below) being registered pursuant to this Registration Statement because of events such as recapitalizations, stock dividends, stock splits and reverse stock splits, and any other securities with respect to which the outstanding shares are converted or exchanged.

(2) Calculated solely for the purpose of determining the registration fee pursuant to 457(c) and Rule 457(h)(1) of the Securities Act of 1933, as amended. The proposed maximum aggregate offering price per share and the proposed maximum offering price are based upon the average of the high and low sales prices of Common Stock as reported on the NASDAQ Stock Market on August 21, 2012.

(3) The proposed maximum offering price per share of $4.42 was determined by discounting the offering price per share (as computed in note 2 above) by 15% in accordance with the terms of the Applied Micro Circuits Corporation 2012 Employee Stock Purchase Plan.

(4) Represents shares of Common Stock reserved for issuance pursuant to the Veloce Technologies, Inc. Amended and Restated 2009 Stock Incentive Plan.

(5) Represents shares of Common Stock issuable upon the settlement of outstanding awards granted under the Veloce Technologies, Inc. Employee Bonus Plan.

(6) Represents shares of Common Stock reserved for issuance pursuant to the Applied Micro Circuits Corporation 2012 Employee Stock Purchase Plan.

INTRODUCTION

This Registration Statement on Form S-8 is filed by Applied Micro Circuits Corporation (the “Registrant” or the “Company”), relating to (a) the shares of Common Stock to be offered pursuant to the Veloce Technologies, Inc. Amended and Restated 2009 Stock Incentive Plan (the “2009 Plan”), (b) the shares of Common Stock issuable upon the settlement of outstanding awards granted under the Veloce Technologies, Inc. Employee Bonus Plan (the “Bonus Plan” together with the 2009 Plan, the “Assumed Plans”), and (c) the shares of Common Stock issuable under the Company’s 2012 Employee Stock Purchase Plan (the “ESPP” together with the Assumed Plans, the “Plans”). Each of the Assumed Plans, along with the outstanding awards under the Bonus Plan, were assumed by the Company pursuant to the Agreement and Plan of Merger, dated May 17, 2009, by and among the Company, Espresso Acquisition Corporation, Veloce Technologies, Inc. and Jeffrey Harrell, as stockholders’ representative (collectively, the “Parties”), as amended by amendment No. 2 to Agreement and Plan of Merger, dated April 5, 2012, by and among the Parties and Veloce Technologies, LLC.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Not filed as part of this Registration Statement pursuant to the Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

Not filed as part of this Registration Statement pursuant to the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have previously been filed by the Company with the Securities and Exchange Commission (the “Commission”), are incorporated by reference into this Registration Statement and shall be deemed a part hereof:

1. The Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012, as filed with the Commission on May 17, 2012;

2. The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, as filed with the Commission on July 31, 2012;

3. The Company’s Current Reports on Form 8-K filed on April 10, 2012, June 22, 2012, August 20, 2012 and August 22, 2012; and

4. The description of the Company’s Common Stock contained in a Registration Statement on Form 8-A filed on October 10, 1997, including any amendment or report filed for the purpose of updating such description.

In addition, all reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment hereto, which indicate that all securities offered hereunder have been sold or which deregister all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which such person is made a party by reason of the fact that the person is or was a director, officer, employee or agent of the corporation (other than an action by or in the right of the corporation—a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement or otherwise.

The Registrant’s Amended and Restated Certificate of Incorporation provides that no director shall be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except as required by law, as in effect from time to time. Currently, section 102(b)(7) of the DGCL requires that liability be imposed for the following:

• any breach of the director’s duty of loyalty to the corporation or its stockholders;

• any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;

• unlawful payments of dividends or unlawful stock purchases or redemptions as provided in Section 174 of the DGCL; and

• any transaction from which the director derived an improper personal benefit.

The Registrant’s amended and restated bylaws provide that, to the fullest extent permitted by law, the Registrant will indemnify any person made or threatened to be made a party to any action by reason of the fact that the person is or was a director or officer of the Registrant, or serves or served as a director or officer of any other enterprise at the Registrant’s request. The Registrant will reimburse the expenses, including attorneys’ fees, incurred by a person indemnified by this provision when the Registrant receives an undertaking by or on behalf of such person to repay such amounts if it is ultimately determined that the person is not entitled to be indemnified by the Registrant. Any amendment of this provision of the bylaws will not reduce the Registrant’s indemnification obligations relating to actions taken before an amendment.

The Registrant has entered into separate indemnification agreements with its officers and directors. These agreements may require the Registrant, among other things, to indemnify the directors against certain liabilities that may arise by reason of their status or service as directors (other than liabilities arising from willful misconduct of a culpable nature), to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified and to obtain directors’ insurance if available on reasonable terms. The Registrant maintains director and officer liability insurance.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

See exhibits listed under the Exhibit Index below.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

(4) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

[SIGNATURES ON THE NEXT PAGE]

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on this 28th day of August, 2012.

APPLIED MICRO CIRCUITS CORPORATION
By:	/s/ Robert G. Gargus
	Robert G. Gargus
	Senior Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints PARAMESH GOPI, PH. D. and ROBERT G. GARGUS such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might, or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any substitute therefor, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Paramesh Gopi Paramesh Gopi, Ph. D.	President, Chief Executive Officer and Director (Principal Executive Officer)	August 28, 2012
/s/ Robert G. Gargus Robert G. Gargus	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	August 28, 2012
/s/ Cesar Cesaratto Cesar Cesaratto	Chairman of the Board	August 28, 2012
/s/ H.K. Desai H.K. Desai	Director	August 28, 2012
/s/ Paul R. Gray Paul R. Gray, Ph.D.	Director	August 28, 2012
/s/ Fred Shlapak Fred Shlapak	Director	August 28, 2012
/s/ Robert F. Sproull Robert F. Sproull, Ph.D.	Director	August 28, 2012
/s/ Arthur B. Stabenow Arthur B. Stabenow	Director	August 28, 2012

EXHIBIT INDEX

Exhibit No.	Description
4.1*	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 filed with the Company’s Registration Statement on Form S-1 (No. 333-37609) filed October 10, 1997, and as amended by Exhibits 3.2 and 3.3 filed with the Company’s Registration Statement on Form S-4 (No. 333-45660) filed September 12, 2000 and Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed December 11, 2007)
4.2*	Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Form 10-Q filed on November 3, 2010)
4.3	Veloce Technologies, Inc. Amended and Restated 2009 Stock Incentive Plan
4.4	Veloce Technologies, Inc. Employee Bonus Plan
4.5*	Applied Micro Circuits Corporation 2012 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.67 filed with the Company’s Current Report on Form 8-K (No. 000-23193) filed August 20, 2012)
5.1	Opinion of Gibson, Dunn & Crutcher LLP
23.1	Consent of Independent Registered Public Accounting Firm (KPMG LLP)
23.3	Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1)
24.1	Power of Attorney (included as part of signature page)

* Incorporated by reference herein.

EX-4.3

Exhibit 4.3

VELOCE TECHNOLOGIES, INC.

AMENDED AND RESTATED 2009 STOCK INCENTIVE PLAN

Adopted by the Board on October 21, 2010

Approved by the Stockholders on October 21, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	PURPOSE.		1
SECTION 2.	DEFINITIONS.		1
2.1	“Board”		1
2.2	“Change in Control”		1
2.3	“Code”		2
2.4	“Committee”		2
2.5	“Company”		2
2.6	“Consultant”		2
2.7	“Disability”		2
2.8	“Employee”		2
2.9	“Exchange Act”		2
2.10	“Exercise Price”		2
2.11	“Fair Market Value”		3
2.12	“ISO”		3
2.13	“NSO”		3
2.14	“Option”		3
2.15	“Optionee”		3
2.16	“Outside Director”		3
2.17	“Parent”		3
2.18	“Plan”		3
2.19	“Purchase Price”		3
2.20	“Purchaser”		3
2.21	“Restricted Share Agreement”		3
2.22	“Securities Act”		3
2.23	“Service”		3
2.24	“Share”		4
2.25	“Stock”		4
2.26	“Stock Option Agreement”		4
2.27	“Subsidiary”		4
2.28	“Ten-Percent Stockholder”		4
SECTION 3.	ADMINISTRATION.		4
3.1	General Rule		4
3.2	Board Authority and Responsibility		4
SECTION 4.	ELIGIBILITY.		4
4.1	General Rule		4
SECTION 5.	STOCK SUBJECT TO PLAN.		5
5.1	Share Limit		5
5.2	Additional Shares		5

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SECTION 6.	RESTRICTED SHARES.	5
6.1	Restricted Share Agreement	5
6.2	Duration of Offers and Nontransferability of Purchase Rights	5
6.3	Purchase Price	5
6.4	Repurchase Rights and Transfer Restrictions	5
SECTION 7.	STOCK OPTIONS.	6
7.1	Stock Option Agreement	6
7.2	Number of Shares; Kind of Option	6
7.3	Exercise Price	6
7.4	Term	6
7.5	Exercisability	6
7.6	Repurchase Rights and Transfer Restrictions	7
7.7	Transferability of Options	7
7.8	Exercise of Options on Termination of Service	7
7.9	No Rights as a Stockholder	7
7.10	Modification, Extension and Renewal of Options	7
7.11	Incentive Stock Option $100,000 Limitation	8
SECTION 8.	PAYMENT FOR SHARES.	8
8.1	General	8
8.2	Surrender of Stock	8
8.3	Services Rendered	8
8.4	Promissory Notes	8
8.5	Exercise/Sale	8
8.6	Exercise/Pledge	9
8.7	Other Forms of Payment	9
SECTION 9.	ADJUSTMENT OF SHARES.	9
9.1	General	9
9.2	Dissolution or Liquidation	9
9.3	Mergers and Consolidations	9
9.4	Reservation of Rights	10
SECTION 10.	REPURCHASE RIGHTS.	10
10.1	Company’s Right To Repurchase Shares	10
SECTION 11.	WITHHOLDING AND OTHER TAXES.	10
11.1	General	10
11.2	Share Withholding	10
11.3	Cashless Exercise/Pledge	11
11.4	Other Forms of Payment	11
11.5	Employer Fringe Benefit Taxes	11
SECTION 12.	SECURITIES LAW REQUIREMENTS.	11
12.1	General	11
12.2	Dividend Rights	11
SECTION 13.	SECTION 409A.	11

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SECTION 14.	NO RETENTION RIGHTS.	11
SECTION 15.	DURATION AND AMENDMENTS.	12
15.1	Term of the Plan	12
15.2	Right to Amend or Terminate the Plan	12
15.3	Effect of Amendment or Termination	12
SECTION 16.	EXECUTION.	12

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VELOCE TECHNOLOGIES, INC.

2009 STOCK INCENTIVE PLAN

SECTION 1. PURPOSE.

The Plan was adopted by the Board of Directors effective March 20, 2009 and amended and restated effective October 21, 2010. The purpose of the Plan is to offer selected service providers the opportunity to acquire equity in the Company through awards of Options (which may constitute incentive stock options or nonstatutory stock options) and the award or sale of Shares.

The award of Options and the award or sale of Shares under the Plan is intended to be exempt from the securities qualification requirements of the California Corporations Code by satisfying the exemption under section 25102(o) of the California Corporations Code. However, awards of Options and the award or sale of Shares may be made in reliance upon other state securities law exemptions. To the extent that such other exemptions are relied upon, the terms of this Plan which are included only to comply with section 25102(o) shall be disregarded to the extent provided in the Stock Option Agreement or Restricted Share Agreement. In addition, to the extent that section 25102(o) or the regulations promulgated thereunder are amended to delete any requirements set forth in such law or regulations, the terms of this Plan which are included only to comply with section 25102(o) or the regulations promulgated thereunder as in effect prior to any such amendment shall be disregarded to the extent permitted by applicable law.

SECTION 2. DEFINITIONS.

2.1 “Board” shall mean the Board of Directors of the Company, as constituted from time to time.

2.2 “Change in Control” shall mean the occurrence of any of the following events:

(a) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization fifty percent (50%) or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity;

(b) The consummation of the sale, transfer or other disposition of all or substantially all of the Company’s assets or the stockholders of the Company approve a plan of complete liquidation of the Company; or

(c) Any “person” (as defined below) who, by the acquisition or aggregation of securities, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the “Base Capital Stock”); except that any change in the relative beneficial ownership of the Company’s securities by any person resulting solely from a reduction in the aggregate number of outstanding shares of Base Capital Stock, and any decrease thereafter in such person’s ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person’s beneficial ownership of any securities of the Company.

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For purposes of Section 2.2(c), the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude (1) a trustee or other fiduciary holding securities under an employee benefit plan maintained by the Company or a Parent or Subsidiary and (2) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the Stock.

Notwithstanding the foregoing, the term “Change in Control” shall not include (a) a transaction the sole purpose of which is to change the state of the Company’s incorporation, (b) a transaction the sole purpose of which is to form a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction, (c) a transaction the sole purpose of which is to make an initial public offering of the Company’s Stock or (d) any change in the beneficial ownership of the securities of the Company as a result of a private financing of the Company that is approved by the Board.

2.3 “Code”shall mean the Internal Revenue Code of 1986, as amended.

2.4 “Committee” shall mean the committee designated by the Board, which is authorized to administer the Plan, as described in Section 3 hereof.

2.5 “Company” shall mean Veloce Technologies, Inc., a Delaware corporation.

2.6 “Consultant” shall mean a consultant or advisor who is not an Employee or Outside Director and who performs bona fide services for the Company, a Parent or Subsidiary.

2.7 “Disability” shall mean a condition that renders an individual unable to engage in substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. An individual shall not be deemed to have a Disability until proof of the existence thereof shall have been furnished to the Company in such form and manner, and at such times, as the Board may require.

2.8 “Employee” shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary and who is an “employee” within the meaning of section 3401(c) of the Code and regulations issued thereunder.

2.9 “Exchange Act” shall mean the U.S. Securities and Exchange Act of 1934, as amended.

2.10 “Exercise Price” shall mean the amount for which one Share may be purchased upon the exercise of an Option, as specified in a Stock Option Agreement.

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2.11 “Fair Market Value” means, with respect to a Share, the market price of one Share of Stock, determined by the Board in good faith. Such determination shall be conclusive and binding on all persons.

2.12 “ISO” shall mean an incentive stock option described in section 422(b) of the Code.

2.13 “NSO” shall mean a stock option that is not an ISO.

2.14 “Option” shall mean an ISO or NSO granted under the Plan and entitling the holder to purchase Shares.

2.15 “Optionee” shall mean an individual or estate that holds an Option.

2.16 “Outside Director ”shall mean a member of the Board of the Company, a Parent or a Subsidiary who is not an Employee.

2.17 “Parent”shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

2.18 “Plan”shall mean the Veloce Technologies, Inc. 2009 Stock Incentive Plan, as amended.

2.19 “Purchase Price” shall mean the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option).

2.20 “Purchaser” shall mean a person to whom the Board has offered the right to acquire Shares under the Plan (other than upon exercise of an Option).

2.21 “Restricted Share Agreement” shall mean the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

2.22 “Securities Act” shall mean the U.S. Securities Act of 1933, as amended.

2.23 “Service”shall mean service as an Employee, a Consultant or an Outside Director, subject to such further limitations as may be set forth in the applicable Stock Option Agreement or Restricted Share Agreement. Service shall be deemed to continue during a bona fide leave of absence approved by the Company in writing if and to the extent that continued crediting of Service for purposes of the Plan is expressly required by the terms of such leave or by applicable law, as determined by the Company. However, for purposes of determining whether an Option is entitled to ISO status, and to the extent required under the Code, an Employee’s employment will be treated as terminating ninety (90) days after such Employee went on leave, unless such Employee’s right to return to active work is guaranteed by law or by a contract or such Employee immediately returns to active work. The Company determines which leaves count toward Service, and when Service terminates for all purposes under the Plan.

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2.24 “Share” shall mean one share of Stock, as adjusted in accordance with Section 9 (if applicable).

2.25 “Stock” shall mean the common stock of the Company.

2.26 “Stock Option Agreement” shall mean the agreement between the Company and an Optionee which contains the terms, conditions and restrictions pertaining to the Optionee’s Option.

2.27 “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

2.28 “Ten-Percent Stockholder” means an individual who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company, its Parent or any of its Subsidiaries. In determining stock ownership for purposes of this Section 2.28, the attribution rules of section 424(d) of the Code shall be applied.

SECTION 3. ADMINISTRATION.

3.1 General Rule. The Plan shall be administered by the Board. However, the Board may delegate any or all administrative functions under the Plan otherwise exercisable by the Board to one or more Committees. Each Committee shall consist of at least two directors of the Board who have been appointed by the Board. Each Committee shall have the authority and be responsible for such functions as the Board has assigned to it. If a Committee has been appointed, any reference to the Board in the Plan shall be construed as a reference to the Committee to whom the Board has assigned a particular function.

3.2 Board Authority and Responsibility. Subject to the provisions of the Plan, the Board shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. All decisions, interpretations and any other actions of the Board with respect to the Plan shall be final and binding on all persons deriving rights under the Plan.

SECTION 4. ELIGIBILITY.

4.1 General Rule. Only Employees shall be eligible for the grant of ISOs. Only Employees, Consultants and Outside Directors shall be eligible for the grant of NSOs or the award or sale of Shares.

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SECTION 5. STOCK SUBJECT TO PLAN.

5.1 Share Limit. Subject to Sections 5.2 and 9, the aggregate number of Shares which may be issued under the Plan shall not exceed 7,725,000¹ Shares. The number of Shares which are subject to Options or other rights outstanding at any time shall not exceed the number of Shares which then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan. Shares offered under the Plan may be authorized but unissued Shares.

5.2 Additional Shares. In the event that any outstanding Option or other right expires or is canceled for any reason, the Shares allocable to the unexercised portion of such Option or other right shall remain available for issuance pursuant to the Plan. If a Share previously issued under the Plan is reacquired by the Company pursuant to a forfeiture provision, right of repurchase or right of first refusal, then such Share shall again become available for issuance under the Plan; provided, however, that unless the Share was acquired pursuant to a forfeiture provision, the reissuance of such Share shall reduce the number of Shares which then remain available for issuance under the Plan. In the event that the Company is a party to a transaction described in Section 9.3 of the Plan, to the extent that any Shares subject to a compensatory stock award not granted under the Plan are forfeited, such Shares shall be returned to the Plan; provided, however, that no more than 4,775,000 Shares may be added to the Plan’s share reserve under this provision.

SECTION 6. RESTRICTED SHARES.

6.1 Restricted Share Agreement. Each award or sale of Shares under the Plan (other than upon exercise of an Option) shall be evidenced by a Restricted Share Agreement between the Purchaser and the Company. Such award or sale shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions imposed by the Board, as set forth in the Restricted Share Agreement, that are not inconsistent with the Plan. The provisions of the various Restricted Share Agreements entered into under the Plan need not be identical.

6.2 Duration of Offers and Nontransferability of Purchase Rights. Any right to acquire Shares (other than an Option) shall automatically expire if not exercised by the Purchaser within thirty (30) days after the Company communicates the grant of such right to the Purchaser. Such right shall be nontransferable and shall be exercisable only by the Purchaser to whom the right was granted.

6.3 Purchase Price. The Board shall determine the amount of the Purchase Price in its sole discretion. The Purchase Price shall be payable in a form described in Section 8.

6.4 Repurchase Rights and Transfer Restrictions. Each award or sale of Shares shall be subject to such forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board may determine, subject to the requirements of Section 10. Such restrictions shall be set forth in the applicable Restricted Share Agreement and shall apply in addition to any restrictions otherwise applicable to holders of Shares generally.

¹ 7,725,000 approved on November 8, 2010

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SECTION 7. STOCK OPTIONS.

7.1 Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. The Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions imposed by the Board, as set forth in the Stock Option Agreement, which are not inconsistent with the Plan. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.

7.2 Number of Shares; Kind of Option. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 9. The Stock Option Agreement shall also specify whether the Option is intended to be an ISO or an NSO.

7.3 Exercise Price. Each Stock Option Agreement shall set forth the Exercise Price, which shall be payable in a form described in Section 8. Subject to the following requirements, the Exercise Price under any Option shall be determined by the Board in its sole discretion:

(a) Minimum Exercise Price for ISOs. The Exercise Price per Share of an ISO shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant; provided, however, that the Exercise Price per Share of an ISO granted to a Ten-Percent Stockholder shall not be less than one hundred ten percent (110%) of the Fair Market Value of a Share on the date of grant.

(b) Minimum Exercise Price for NSOs. The Exercise Price per Share of an NSO shall not be less than one-hundred percent (100%) of the Fair Market Value of a Share on the date of grant.

7.4 Term. Each Stock Option Agreement shall specify the term of the Option. The term of an Option shall in no event exceed ten (10) years from the date of grant. The term of an ISO granted to a Ten-Percent Stockholder shall not exceed five (5) years from the date of grant. Subject to the foregoing, the Board in its sole discretion shall determine when an Option shall expire.

7.5 Exercisability. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable; provided, however, that no Option shall be exercisable unless the Optionee has delivered to the Company an executed copy of the Stock Option Agreement. Subject to the following restrictions, the Board in its sole discretion shall determine when all or any installment of an Option is to become exercisable and may, in its discretion, provide for accelerated exercisability in the event of a Change in Control or other events:

(a) Options Granted to Outside Directors. The exercisability of an Option granted to an Optionee for service as an Outside Director shall be automatically accelerated in full in the event of a Change in Control.

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(b) Early Exercise. A Stock Option Agreement may permit the Optionee to exercise the Option as to Shares that are subject to a right of repurchase by the Company in accordance with the requirements of Section 10.1.

7.6 Repurchase Rights and Transfer Restrictions. Shares purchased on exercise of Options shall be subject to such forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board may determine, subject to the requirements of Section 10. Such restrictions shall be set forth in the applicable Stock Option Agreement and shall apply in addition to any restrictions otherwise applicable to holders of Shares generally.

7.7 Transferability of Options. During an Optionee’s lifetime, his or her Options shall be exercisable only by the Optionee or by the Optionee’s guardian or legal representatives, and shall not be transferable other than by beneficiary designation, will or the laws of descent and distribution. Notwithstanding the foregoing, however, to the extent permitted by the Board in its sole discretion, an NSO may be transferred by the Optionee to a revocable trust or to one or more family members or a trust established for the benefit of the Optionee and/or one or more family members to the extent permitted by section 260.140.41(c) of Title 10 of the California Code of Regulations and Rule 701 of the Securities Act.

7.8 Exercise of Options on Termination of Service. Each Option shall set forth the extent to which the Optionee shall have the right to exercise the Option following termination of the Optionee’s Service. Each Stock Option Agreement shall provide the Optionee with the right to exercise the Option following the Optionee’s termination of Service during the Option term, to the extent the Option was exercisable for vested Shares upon termination of Service, for at least thirty (30) days if termination of Service is due to any reason other than cause, death or Disability, and for at least six (6) months after termination of Service if due to death or Disability (but in no event later than the expiration of the Option term). If the Optionee’s Service is terminated for cause, the Stock Option Agreement may provide that the Optionee’s right to exercise the Option terminates immediately on the effective date of the Optionee’s termination. To the extent the Option was not exercisable for vested Shares upon termination of Service, the Option shall terminate when the Optionee’s Service terminates. Subject to the foregoing, such provisions shall be determined in the sole discretion of the Board, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.

7.9 No Rights as a Stockholder. An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder with respect to any Shares covered by the Option until such person becomes entitled to receive such Shares by filing a notice of exercise and paying the Exercise Price pursuant to the terms of the Option. No adjustments shall be made, except as provided in Section 9.

7.10 Modification, Extension and Renewal of Options. Within the limitations of the Plan, the Board may modify, extend or renew outstanding Options or may accept the cancellation of outstanding Options (to the extent not previously exercised), whether or not granted hereunder, in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, materially impair his or her rights or increase the Optionee’s obligations under such Option.

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7.11 Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Stock with respect to which ISOs are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company and its Parents and Subsidiaries) exceeds one hundred thousand dollars ($100,000), the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as NSOs.

SECTION 8. PAYMENT FOR SHARES.

8.1 General. The entire Purchase Price or Exercise Price of Shares issued under the Plan shall be payable in cash, cash equivalents or one of the other forms provided in this Section 8.

8.2 Surrender of Stock. To the extent permitted by the Board in its sole discretion, payment may be made in whole or in part by surrendering (in good form for transfer), or attesting to ownership of, Shares which have already been owned by the Optionee; provided, however, that payment may not be made in such form if such action would cause the Company to recognize any (or additional) compensation expense with respect to the Option for financial reporting purposes. Such Shares shall be valued at their Fair Market Value on the date of Option exercise.

8.3 Services Rendered. As determined by the Board in its discretion, Shares may be awarded under the Plan in consideration of past services rendered to the Company, a Parent or Subsidiary.

8.4 Promissory Notes. To the extent permitted by the Board in its sole discretion, payment may be made in whole or in part with a full-recourse promissory note executed by the Optionee or Purchaser. The interest rate payable under the promissory note shall not be less than the minimum rate required to avoid the imputation of income for U.S. federal income tax purposes. Shares shall be pledged as security for payment of the principal amount of the promissory note, and interest thereon; provided that if the Optionee or Purchaser is a Consultant, such note must be collateralized with such additional security to the extent required by applicable laws. In no event shall the stock certificate(s) representing such Shares be released to the Optionee or Purchaser until such note is paid in full. Subject to the foregoing, the Board shall determine the term, interest rate and other provisions of the note.

8.5 Exercise/Sale. To the extent permitted by the Board in its sole discretion, and if a public market for the Shares exists, payment may be made in whole or in part by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes.

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8.6 Exercise/Pledge. To the extent permitted by the Board in its sole discretion, and if a public market for the Shares exists, payment may be made in whole or in part by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker or lender approved by the Company to pledge Shares, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes.

8.7 Other Forms of Payment. To the extent permitted by the Board in its sole discretion, payment may be made in any other form that is consistent with applicable laws, regulations and rules.

SECTION 9. ADJUSTMENT OF SHARES.

9.1 General. In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a declaration of an extraordinary dividend payable in a form other than Shares in an amount that has a material effect on the Fair Market Value of the Stock, a combination or consolidation of the outstanding Stock into a lesser number of Shares, a recapitalization, a spin-off, a reclassification, or a similar occurrence, the Board shall make equitable adjustments to the following for the purpose of avoiding any enlargement or dilution of the benefits or potential benefits intended to be made available under the Plan or with respect to an Option: (i) the number of Shares available for future awards under Section 5, the maximum number of Shares that may be added back to the share reserve under Section 5.2 in the event of the occurrence of an event described in Section 9.3 below; (ii) the number of Shares covered by each outstanding Option; (iii) the Exercise Price under each outstanding Option; and (iv) the price of Shares subject to the Company’s right of repurchase.

9.2 Dissolution or Liquidation. To the extent not previously exercised or settled, Options shall terminate immediately prior to the dissolution or liquidation of the Company.

9.3 Mergers and Consolidations. In the event that the Company is a party to a merger or other consolidation, or in the event of a transaction providing for the sale of all or substantially all of the Company’s stock or assets, outstanding Options shall be subject to the agreement of merger, consolidation or sale. Such agreement may provide for one or more of the following: (i) the continuation of the outstanding Options by the Company, if the Company is a surviving corporation; (ii) the assumption of the Plan and outstanding Options by the surviving corporation or its parent; (iii) the substitution by the surviving corporation or its parent of options with substantially the same terms for such outstanding Options; (iv) immediate exercisability of such outstanding Options followed by the cancellation of such Options; or (v) settlement of the intrinsic value of the outstanding Options (whether or not then exercisable) in cash or cash equivalents or equity or consideration provided to the holders of shares of outstanding Stock (including cash or equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to such Options or the underlying Shares) followed by the cancellation of such Options; in each case without the Optionee’s consent. Such agreement may also provide that the realization of value from outstanding Options and other award or sale of Shares under the Plan may be subject to some or all of the conditions and restrictions imposed on the holders of shares of outstanding Stock under such agreement.

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9.4 Reservation of Rights. Except as provided in this Section 9, an Optionee or offeree shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend or any other increase or decrease in the number of shares of stock of any class. Any issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

SECTION 10. REPURCHASE RIGHTS.

10.1 Company’s Right To Repurchase Shares. The Company shall have the right to repurchase Shares that have been acquired through an award or sale of Shares or exercise of an Option upon termination of the Purchaser’s or Optionee’s Service if provided in the applicable Restricted Share Agreement or Stock Option Agreement. The Board in its sole discretion shall determine when the right to repurchase shall lapse as to all or any portion of the Shares, and may, in its discretion, provide for accelerated vesting in the event of a Change in Control or other events; provided, however, that the right to repurchase shall lapse as to all of the Shares issued to an Outside Director for service as an Outside Director in the event of a Change in Control.

SECTION 11. WITHHOLDING AND OTHER TAXES.

11.1 General. An Optionee or Purchaser or his or her successor shall pay, or make arrangements satisfactory to the Board for the satisfaction of, any federal, state, local or foreign withholding tax obligations that may arise in connection with the Plan. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied.

11.2 Share Withholding. The Board may permit an Optionee or Purchaser to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that would otherwise would be issued to him or her upon exercise of an Option, or by surrendering all or a portion of any Shares that he or she previously acquired; provided, however, that in no event may an Optionee or Purchaser surrender Shares in excess of the legally required withholding amount based on the minimum statutory withholding rates for federal and state tax purposes that apply to supplemental taxable income. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. Any payment of taxes by assigning Shares to the Company may be subject to restrictions, including any restrictions required by rules of any federal or state regulatory body or other authority. All elections by Optionees or Purchasers to have Shares withheld for this purpose shall be made in such form and under such conditions as the Board may deem necessary or advisable.

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11.3 Cashless Exercise/Pledge. The Board may provide that if Company Shares are publicly traded at the time of exercise, arrangements may be made to meet the Optionee’s or Purchaser’s withholding obligation by cashless exercise or pledge.

11.4 Other Forms of Payment . The Board may permit such other means of tax withholding as it deems appropriate.

11.5 Employer Fringe Benefit Taxes. To the extent permitted by applicable federal, state, local and foreign law, an Optionee or Purchaser shall be liable for any fringe benefit tax that may be payable by the Company and/or the Optionee’s or Purchaser’s employer in connection with any award granted to the Optionee or Purchaser under the Plan, which the Company and/or employer may collect by any reasonable method established by the Company and/or employer.

SECTION 12. SECURITIES LAW REQUIREMENTS.

12.1 General. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares complies with (or is exempt from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be listed.

12.2 Dividend Rights. A Restricted Share Agreement may require that the holders of Shares invest any cash dividends received in additional Shares. Such additional Shares shall be subject to the same conditions and restrictions as the award with respect to which the dividends were paid.

SECTION 13. SECTION 409A.

Notwithstanding anything in the Plan to the contrary, it is the intent of the Company that all Options granted under this Plan shall not cause an imposition of the additional taxes provided for in Section 409A of the Code or the final regulations promulgated thereunder; furthermore, it is the intent of the Company that the Plan shall be administered so that the additional taxes provided for in Section 409A of the Code and the final regulations promulgated thereunder are not imposed. Any provision that would cause the Plan or any Option granted hereunder to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A, which amendment may be retroactive to the extent permitted by Section 409A. The Board shall have the authority to unilaterally amend the Plan and any Stock Option Agreement as it determines in good faith is necessary or desirable to allow any Options to avoid the imposition of additional tax liabilities under Section 409A to the extent permitted by Section 409A.

SECTION 14. NO RETENTION RIGHTS.

No provision of the Plan, or any right or Option granted under the Plan, shall be construed to give any Optionee or Purchaser any right to become an Employee, to be treated as an Employee, or to continue in Service for any period of time, or restrict in any way the rights of the Company (or Parent or subsidiary to whom the Optionee or Purchaser provides Service), which rights are expressly reserved, to terminate the Service of such person at any time and for any reason, with or without cause, without thereby incurring any liability to him or her.

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SECTION 15. DURATION AND AMENDMENTS.

15.1 Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board, subject to the approval of the Company’s stockholders. In the event that the stockholders fail to approve the Plan within twelve (12) months before or after its adoption by the Board, any grants, exercises or sales that have already occurred under the Plan shall be rescinded, and no additional grants, exercises or sales shall be made under the Plan after such date. The Plan shall terminate at the end of the day before the tenth (10th) anniversary of the date the Plan is adopted by the Board or approved by the stockholders of the Company, whichever is earlier. The Plan may be terminated on any earlier date pursuant to Section 15.2 below.

15.2 Right to Amend or Terminate the Plan. The Board may amend, suspend, or terminate the Plan at any time and for any reason. However, except as provided in Section 9, no amendment shall be effective unless approved by the stockholders of the Company to the extent stockholder approval is necessary to satisfy the requirements of Section 422 of the Code, any applicable state corporate or securities law requirements, or any securities exchange listing requirements.

15.3 Effect of Amendment or Termination. No Shares shall be issued or sold under the Plan after the termination thereof, except upon exercise of an Option granted prior to such termination. The termination of the Plan, or any amendment thereof, shall not adversely affect any Shares previously issued or any Option previously granted under the Plan without the holder’s consent.

SECTION 16. EXECUTION.

To record the adoption of the Plan by the Board on October 21, 2010, effective on such date, the Company has caused its authorized officer to execute the same.

Signed:	/s/ Jeffrey S. Harrell
Name:	Jeffrey S. Harrell
Title:	Secretary
Company:	Veloce Technologies, Inc.

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EX-4.4

Exhibit 4.4

VELOCE TECHNOLOGIES, INC.

EMPLOYEE BONUS PLAN

ARTICLE I

General

1.1 Purposes of the Plan.

This Veloce Technologies, Inc. Employee Bonus Plan (the “Plan”) is established by the Board of Directors (the “Board”) of Veloce Technologies, Inc., a Delaware corporation (the “Company”), in connection with the Agreement and Plan of Merger, effective May 17, 2009 by and among Applied Micro Circuits Corporation, a Delaware corporation (“APM”), Espresso Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of APM (“Espresso”), the Company and Jeffrey Harrell, an individual, as representative of the stockholders of the Company, as amended on November 8, 2010 by Amendment No. 1 to Agreement and Plan of Merger (the “First Amendment”) and on April 5, 2012 by Amendment No. 2 to Agreement and Plan of Merger (the “Second Amendment”, together with the First Amendment, the “Merger Agreement”). The Plan is intended to (a) provide a bonus to certain of the Company’s employees and consultants who otherwise would have received stock option grants during the period between execution of the Merger Agreement and the Closing Date and (b) reward current and future employees and consultants of the Company and its Affiliates of outstanding ability and motivate such persons to exert their best efforts on behalf of the Company. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

1.2 Plan Administration.

(a) The authority to control and manage the operation and administration of this Plan shall be vested in the Board. The foregoing notwithstanding, the Board may expressly delegate to a subcommittee consisting of one or more officers and/or directors of the Company, the authority to administer the Plan, which subcommittee shall have all of the authority granted to the Board hereunder (the Board or a subcommittee to which authority has been delegated, the “Administrator”). Any such delegation of authority shall comply with the requirements of Section 157(c) of the General Corporation Law of the State of Delaware.

(b) Subject to the provisions hereof, (1) the Administrator shall have complete control of the administration of this Plan, with all powers necessary to enable it properly to carry out its duties; (2) the Administrator shall be authorized to interpret this Plan and shall have the discretion to determine all questions arising in the administration, construction and application of this Plan; and (3) the decisions of the Administrator upon all matters within the scope of its authority shall be conclusive and binding on all parties.

1.3 Definitions. The following terms shall have the following meanings when used in this Plan:

(a) “Affiliate” shall mean, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the Person in question.

(b) “Cause” shall mean any of the following: (i) the Participant’s refusal or failure to act in accordance with any specific, lawful direction or order of the Company or the surviving or acquiring entity following a change in control of the ownership of the Company (“Successor”); (ii) the unfitness or unavailability for service or unsatisfactory performance (other than as a result of death or Disability) of the Participant; (iii) the performance by Participant of any act or failure to perform any act in bad faith and to the detriment of the Company or a Successor; (iv) the Participant’s failure or inability to perform satisfactorily any reasonable assigned material duties of his or her position (other than as a result of his death or Disability); (v) the Participant’s dishonesty, intentional misconduct or material breach of any agreement with the Company or a Successor; or (vi) the Participant’s commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person. Notwithstanding the foregoing, the definition of “Cause” in an individual written agreement between the Company and the Participant shall supersede the foregoing definition with respect to any Bonus Amount awarded to such Participant (it being understood, however, that if no definition of the term Cause is set forth in such an individual written agreement, the foregoing definition shall apply).

(c) “Consultant” shall mean an individual who is providing services as a consultant, adviser or other form of independent contractor eligible to receive an award under Rule 701 of the Securities Act of 1933, as amended, to the Company or an Affiliate of the Company.

(d) “Disability” shall mean any of the following: (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

(e) “Employee” shall mean any person employed by the Company or an Affiliate of the Company.

(f) “Person” shall mean an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, governmental agency or political subdivision thereof or other entity.

(g) “Service” shall mean continuous service as an Employee or Consultant. Service shall be deemed to continue during a bona fide leave of absence approved by the Company in writing if and to the extent that continued crediting of Service for purposes of the Plan is expressly required by the terms of such leave or by applicable law, as determined by the Company. The Company shall determine which leaves count toward Service, and when Service terminates for all purposes under the Plan.

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(h) “Unit” shall mean the right to receive a payment equal in value to the maximum amount that could be paid to a share of Company Restricted Stock as of the Closing Date, including for the avoidance of doubt, amounts that would be paid with respect to a Company Restricted Share after the Closing Date as provided in the Merger Agreement.

ARTICLE II

Participation

2.1 Participation. Subject to the restrictions set forth in Section 5.1 below, the Administrator will designate from time to time the Employees and Consultants who are eligible to participate in this Plan (each a “Participant”).

ARTICLE III

Bonus Payment

3.1 Bonus Amount. The Administrator shall determine the amount of the aggregate bonus for each Participant (the “Bonus Amount”) in accordance with the process set forth below. Following the Closing, the Bonus Amount for each Participant shall be determined in accordance with the following process: The Administrator shall consult with the Veloce Steering Committee with respect to such Bonus Amount, it being understood and agreed that, subject to such consultation, the date on which each such Bonus Amount is granted (so long as it occurs prior to the tenth (10^th) Business Day following the satisfaction of the Second Target Reserve Consideration Conditions), the size of each such Bonus Amount, the identity of such employee, former employee or replacement hire receiving each such Bonus Amount, and the vesting schedule applicable to each such Bonus Amount shall be as recommended by the Veloce Steering Committee, subject to customary review and approval of the Governance & Nominating Committee of the Board of Directors of APM. Prior to the Closing, the material terms of each Bonus Amount, including those listed in the preceding sentence, shall be determined by the Board. Each Bonus Amount shall be a multiple of a certain number of Units (which may include fractional Units). The Administrator shall notify each Participant of his or her Bonus Amount promptly after making such determination in accordance with this Section 3.1.

3.2 Maximum Aggregate Bonus Amount. The maximum aggregate Bonus Amount (the “Bonus Pool”) awarded under the Plan shall be a number of Units (the “Carveout Units Amount”) equal to (i) for the period beginning on and including the date on which the Plan was adopted by the Board and ending on and excluding the date (the “Final Determination Date”) which is five (5) Business Days prior to the Closing Date, 12,500,000 minus (A) the number of shares of common stock of the Company outstanding at the time of the determination minus (B) the number of shares of common stock of the Company issuable pursuant to all Company Stock Options outstanding at such time of determination, minus (C) the number of shares of common stock of the Company issuable pursuant to all warrants to purchase shares of the capital stock of the Company (“Company Warrants”) outstanding at the time of determination, minus (D) the number of shares of common stock of the Company issuable upon the exercise or conversion of any convertible securities or any other rights (other than Company Stock Options and Company Warrants) to acquire shares of common stock of the Company that are outstanding immediately at the time of determination and (ii) at all times thereafter, 12,500,000 minus (A) the number of shares of common stock of the Company outstanding as of the Final Determination Date, minus (B) the number of shares of common stock of the Company issuable pursuant to all Vested Company Stock Options outstanding as of the Final Determination Date (but, for the avoidance of doubt, not pursuant to any Unvested Company Stock Options), minus (C) the number of shares of common stock of the Company issuable pursuant to all Company Warrants outstanding as of the Final Determination Date, minus (D) the number of shares of common stock of the Company issuable upon the exercise or conversion of any convertible securities or any other rights (other than Company Stock Options and Company Warrants) to acquire shares of common stock of the Company that are outstanding as of the Final Determination Date.

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3.3 Vesting, Other Performance Requirements and Forfeiture. In awarding any Bonus Amount, and subject to the process set forth in Section 3.1 hereof, the Administrator (i) may specify that the right to receive such Bonus Amount shall be conditional upon the fulfillment of specified conditions, including, without limitation, completion of specified periods of service in the service of the Company or an Affiliate, and the achievement of specified business and/or personal performance goals, and (ii) may provide for the forfeiture of all or any portion of any such Bonus Amount in specified circumstances. Subject to the process set forth in Section 3.1 hereof, the Administrator may also specify by whom and/or in what manner the accomplishment of any such performance goals shall be determined and may waive or modify any such required periods of service and/or performance goals or conditions.

3.4 Agreements. Any Bonus Amount awarded under the Plan may, in the Administrator’s discretion, be evidenced by an agreement at the time of grant of the Bonus Amount or thereafter, which, subject to the provisions of the Plan, may contain such terms and conditions as may be approved by the Administrator (subject to the process set forth in Section 3.1 hereof), and shall be executed by an officer of the Company on behalf of the Company or an Affiliate (an “Award Agreement”).

3.5 Bonus Payment. Each Participant’s Bonus Amount shall be paid by the Company in cash or shares of the Company’s stock as determined by the Board in its sole discretion, unless otherwise provided in an Award Agreement. The Company shall reserve out of its available authorized but unissued shares that number of shares of the Company’s common stock equal to the Carveout Units Amount in order to satisfy this liability in the event that the Bonus Pool is satisfied exclusively in shares of the Company’s common stock (“Bonus Plan Share Reserve”). Following the Closing Date, each Participant’s Bonus Amount shall be paid by APM in cash or shares of APM Common Stock as determined by APM in its sole discretion, unless otherwise provided in an Award Agreement. Subject to the satisfaction of any vesting requirements described in Section 3.3 above and other applicable requirements, any portion of a Participant’s Bonus Amount comprising a whole Unit shall be entitled to receive the same consideration as Company Restricted Shares as described under Section 1.9 of the Merger Agreement (provided, however, that subject to a Participant’s Award Agreement, such same consideration may be paid in the form of cash or shares of APM Common Stock, at APM’s option, as permitted by the Merger Agreement with respect to a Company Restricted Share, and such form of payment made in respect of a Unit need not be the same as the form of payment received by a Company Restricted Share pursuant to the Merger Agreement).

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3.6 Termination. Unless otherwise provided in an Award Agreement, in the event of termination of Participant’s employment or other service, such Participant’s vested portion of the Bonus Amount shall be paid to the Participant in the same manner as Company Restricted Shares as set forth in Section 1.9 of the Merger Agreement. The unvested portion of the Bonus Amount shall be forfeited upon termination for any reason and the Participant shall have no further rights to payment with respect to such unvested portion.

3.7 Unallocated Portion of Aggregate Bonus Amount. Any distributable portion of the Bonus Pool that has not been allocated according to this Article III as of the Closing Date shall be retained by APM and may be allocated after the Closing Date subject to the terms of this Plan and Section 4.25 of the Merger Agreement.

ARTICLE IV

Amendment or Termination

4.1 Effectiveness, Amendment and Termination. This Plan is effective as of June 13, 2012. The Administrator shall be entitled to amend this Plan at any time and for any reason with the approval of APM and the Veloce Steering Committee, which consent may not be unreasonably withheld). This Plan shall terminate on the date of the final payment of any Bonus Amount awarded under this Plan.

ARTICLE V

Miscellaneous

5.1 2009 Stock Incentive Plan and Issuance of Stock in Satisfaction of Awards. Except as otherwise provided herein, to the extent that Company Restricted Shares are issued to satisfy the Bonus Amount payable under this Plan, such Company Restricted Shares shall be issued from the Bonus Plan Share Reserve. The Company acknowledges and agrees that it also has adopted and maintains the Veloce Technologies, Inc. Amended and Restated 2009 Stock Incentive Plan (the “2009 Plan”). In the event that the 2009 Plan is assumed by APM on the Closing Date, any awards of a Bonus Amount granted prior to the Closing Date that are settled in shares shall be issued from the Bonus Plan Share Reserve (as converted to reflect APM’s assumption of the Bonus Plan) and any awards of a Bonus Amount granted on or after the Closing Date that are settled in shares shall be issued from the share reserve of the 2009 Plan (as converted to reflect the assumption) to the extent of such reserve and not from the Bonus Plan Share Reserve (as converted to reflect the assumption). In the event of an assumption of the 2009 Plan by APM on the Closing Date, no individual employed by APM prior to the Closing Date shall be eligible to receive any shares from the share reserve of the 2009 Plan (as converted to reflect the assumption).

5.2 Set-Off. The Company shall be entitled to set off against the amounts payable to a Participant hereunder any amounts owed to the Company by such Participant.

5.3 Non-Alienation. No Participant shall have any right to pledge, hypothecate, anticipate or in any way create a lien upon any amounts provided under this Plan, and no benefits payable hereunder shall be assignable in anticipation of payment either by voluntary or involuntary acts or by operation of law, other than by will or the laws of decent and distribution.

5.4 Withholding. All payments to a Participant under this Plan will be subject to all applicable withholding of state, local, provincial and federal taxes.

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5.5 Unfunded Obligation. Any payments provided for under this Plan shall constitute an unfunded obligation of the Company, and following the Closing, APM. Bonus Amounts paid under this Plan will be made, when due, entirely from the general assets of the Company, and following the Closing, APM. This Plan shall constitute solely an unsecured promise by the Company, and following the Closing, APM, to provide payments to Participants to the extent provided herein. To the extent that the Plan provides that APM has an obligation to make payments under the Plan, references in this Section 5.5 to the Company shall mean APM.

5.6 Notices. Any notice or document required to be given under the Plan shall be considered to be given if actually delivered in person or mailed by certified mail, postage prepaid, if to the Company, to the Board of Directors, Veloce Technologies, Inc. 2953 Bunker Hill Lane, Suite 300, Santa Clara, CA 95054, if to APM, to Applied Micro Circuits Corporation, 215 Moffett Park Drive, Sunnyvale, CA 94089 Attn: General Counsel, or, if to a Participant, at the last address of such Participant filed with the Company or an Affiliate. The Company may change the manner of delivery of notices to a Participant by notifying that Participant without being required to amend this Section 5.6 (although notification of the initial change must comply with this Section 5.6).

5.7 Gender and Number. Where the context permits, words in any gender shall include any other gender, words in the singular shall include the plural, and the plural shall include the singular.

5.8 No Right to Employment or Continuation of Relationship. Nothing in this Plan shall confer upon or be construed as giving any Participant any right to remain in the employ or other service of the Company or any Affiliate. The Company may, at any time, dismiss a Participant who is an Employee of the Company or a subsidiary of the Company from such employment free from any liability or any claim except as expressly provided in this Plan. APM may, at any time, dismiss a Participant who is an Employee of APM or a subsidiary of APM from such employment free from any liability or any claim except as expressly provided in this Plan or the Merger Agreement. A Consultant’s relationship with the Company or APM, as applicable, may be terminated by the Company or APM, as applicable, in accordance with the terms of the service agreement and governing law. No employee or consultant of the Company or any Affiliate shall have any claim to be designated a Participant and there is no obligation for uniformity of treatment for any employee or consultant of the Company or any Affiliate.

5.9 Governing Law. THE VALIDITY, CONSTRUCTION AND EFFECT OF THIS PLAN AND ANY RULES AND REGULATIONS RELATING TO THIS PLAN SHALL BE DETERMINED IN ACCORDANCE WITH APPLICABLE FEDERAL LAW AND THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

5.10 Severability. If any provision of this Plan is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any individual Participant, or would disqualify this Plan under any law deemed applicable by the Administrator, such provision shall be construed or deemed amended to conform to applicable law, or if it cannot be construed or deemed amended without, in the sole determination of the Administrator, materially altering the intent of this Plan, such provision shall be stricken as to such jurisdiction or Participant and the remainder of this Plan shall remain in full force and effect.

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5.11 No Limitation Upon the Rights of the Company. This Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, or changes of its capital or business structure; to merge, convert or consolidate; to dissolve or liquidate; or sell or transfer all or any part of its business or assets.

5.12 No Liability for Good Faith Determinations. None of the members of the Board nor any delegates of the Board (including, without limitation, the Administrator) shall be liable for any action, failure to act, omission or determination taken or made in good faith with respect to this Plan. The Company shall indemnify and hold harmless each member of the Board and each delegate or agent thereof against any personal liability or expense incurred by him or her as a result of any act or omission in his or her capacity as such, except for his or her own gross negligence or willful misconduct. The Administrator shall have the discretion, subject to the terms of Plan, to make determinations and interpretations of the Plan which need not be the same with respect to each Participant.

END OF DOCUMENT

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EX-5.1

Exhibit 5.1

Gibson, Dunn & Crutcher LLP   1881 Page Mill Road Palo Alto, CA 94304-1211 Tel 650.849.5300 www.gibsondunn.com

August 28, 2012

Applied Micro Circuits Corporation

215 Moffett Park Drive

Sunnyvale, CA 94089

Re: Applied Micro Circuits Corporation Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”), of Applied Micro Circuits Corporation, a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) on or about August 28, 2012 pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration by the Company of (a) 8,670,334 shares (the “Plan Shares”) of the Company’s common stock, par value $0.01 per share, to be offered pursuant to the Veloce Technologies, Inc. Amended and Restated 2009 Stock Incentive Plan (the “2009 Plan”), (b) 4,340,233 shares (the “Bonus Shares” together with the Plan Shares, the “Shares”) of Common Stock issuable upon the settlement of outstanding awards granted under the Veloce Technologies, Inc. Employee Bonus Plan (the “Bonus Plan” together with the 2009 Plan, the “Assumed Plans”), and (c) 1,800,000 shares of Common Stock to be offered pursuant to the Company’s 2012 Employee Stock Purchase Plan (the “ESPP” together with the Assumed Plans, the “Plans”). Each of the Assumed Plans, along with the outstanding awards under the Bonus Plan, were assumed by the Company pursuant to the Agreement and Plan of Merger, dated May 17, 2009, by and among the Company, Espresso Acquisition Corporation, Veloce Technologies, Inc. and Jeffrey Harrell, as stockholders’ representative (collectively, the “Parties”), as amended by amendment No. 2 to Agreement and Plan of Merger, dated April 5, 2012, by and among the Parties and Veloce Technologies, LLC.

We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plans that would expand, modify or otherwise affect the terms of the Plans or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.

Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the Plans and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Applied Micro Circuits Corporation:

We consent to the use of our reports dated May 16, 2012, with respect to the consolidated balance sheets of Applied Micro Circuits Corporation and its subsidiaries as of March 31, 2012 and 2011, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended March 31, 2012, the related consolidated financial statement schedule, and the effectiveness of internal control over financial reporting as of March 31, 2012, incorporated herein by reference.

/s/ KPMG LLP

Santa Clara, California

August 28, 2012