Chief Technical Officer/ Vice President, Engineering & Product Strategy Employment Offer Letter - Richard K. Williams

Exhibit 10.5


September 24, 1998

Richard K. Williams

10292 Norwich Ave

Cupertino CA 95014


Dear Richard:

On behalf of Advanced Analogic Technologies Incorporated (the " Company" ), I am pleased to offer you the position of Chief Technical Officer (CTO) and Vice President, Engineering & Product Strategy. Speaking for myself, as well as the Board Of Directors, we are very impressed with your credentials and we look forward to your future success in this position.

The terms of your position with the Company are as set forth below:

POSITION a. You will become the CTO and VP of Engineering & Product Strategy working out of the Company' s headquarters office in Sunnyvale, California. b. As Chief Technical Officer (CTO) you will have responsibility, along with the CEO, for defining and setting the technical and strategic direction of the Company, including establishing plans, budgets, procedures, and methods for developing Company proprietary technology, and in applying such technologies to the design and development of products. Strategic decisions of significance require approval of the board of directors (BOD). Other responsibilities of the CTO include participation in the Company' s BOD meetings, and to secure a strong intellectual property position for the Company. As CTO, you report both the CEO and to the Board of Directors.

c.

As Vice President (VP) of Engineering & Product Strategy, you will have overall responsibility for the definition of new products (working in conjunction with marketing), and to implement such products from design concept through production release. As VP, the design, CAD, process development and technology groups will


Advanced Analogic Technologies Inc. 1250 Oakmead Parkway, Suite 310, Sunnyvale CA 94086

(408) 524-9684 FAX (408) 524-9689 corporate@analogictech.com

report to you. You will report to the Company' s president.

d. You will, subject to BOD approval, take a position as a Board member of the Company, with full voting rights. e. You will write and produce a formal Company business plan detailing the strategy, technology, product, and business plans for the Company. f. In the capacity of Board meetings and other official Company actions, you will, subject to BOD approval, serve as Company Secretary. g. You will assume the interim role of managing the Company' s sales and marketing departments until a suitable director or VP can be hired, and will fill this role on a temporary basis whenever the position is vacant.

h. You agree to the best of your ability and experience that you will at all times loyally and conscientiously perform all of the duties and obligations required of and from you pursuant to the express and implicit terms hereof, and to the reasonable satisfaction of the Company.

START DATE

Subject to fulfillment of any conditions imposed by this letter agreement, you will commence this new position with the Company on October 1, 1998.


PROOF OF RIGHT TO WORK

For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated.


COMPENSATION a. Base Salary You will be paid $120,000 on an annualized basis. Your salary will be payable monthly pursuant to the Company' s regular payroll policy (or in the same manner as other officers of the Company)

b.

Deferred Bonus As an officer of the Company accepting a salary below industry standards, and in compensation of your financial sacrifice, you will receive a quarterly bonus in the amount of $16,000 per quarter commencing upon your hire date, but whose payment is deferred to a later date when the Company' s financial strength is improved. The total deferred bonus accrues


Advanced Analogic Technologies Inc. 1250 Oakmead Parkway, Suite 310, Sunnyvale CA 94086

(408) 524-9684 FAX (408) 524-9689 corporate@analogictech.com

quarterly until such time that the Company; performs a public offering, is acquired, is liquidated, or becomes profitable, wherein immediately thereafter, the accrued balance will be paid to you in full. The first and ...