ATHEROS COMMUNICATIONS, INC. 2004 STOCK INCENTIVE PLAN NOTICE OFSTOCK OPTION GRANT

¨  Incentive Stock Option

¨  Nonstatutory Stock Option

Vice President and CAO

This Option becomes exercisable in installments, as shown in the Notice of Stock Option Grant. This Option will in no event become exercisable for additional Shares after your active Service has terminated for any reason.

If you are outside of the United States, please see clause (n) of the “Nature of Grant” section in the Appendix for additional information.

Regular

Termination

For purposes of this Option, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing and if continued crediting of Service is required by the terms of the leave or by applicable law. Subject to applicable law, your Service terminates when the approved leave ends, unless you immediately return to active work.

If you go on a leave of absence, then, to the extent permitted by applicable law, the vesting schedule specified in the Notice of Stock Option Grant may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, then, to the extent permitted by applicable law, the vesting schedule specified in the Notice of Stock Option Grant may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule.

Restrictions on

Exercise

•     Your personal check, a cashier’s check or a money order.

•     By delivering, on a form approved by the Committee, an irrevocable direction to a securities broker approved by the Company to sell all or part of your Option Shares and to deliver to the Company from

the sale proceeds in an amount sufficient to pay the Option Exercise Price and any Tax-Related Items (as defined below). The balance of the sale proceeds, if any, will be delivered to you. The directions must be given by signing a special “Notice of Exercise” form provided by the Company.

Only for Optionees in the United States, the following additional payment methods are available:

•     Certificates for Shares that you own, along with any forms needed to effect a transfer of those shares to the Company. The value of the Shares, determined as of the effective date of the Option exercise, will be applied to the Option Exercise Price. Instead of surrendering Shares, you may attest to the ownership of those Shares on a form provided by the Company and have the same number of Shares subtracted from the Option Shares issued to you. However, you may not surrender, or attest to the ownership of Shares in payment of the Exercise Price if your action would cause the Company to recognize a compensation expense (or additional compensation expense) with respect to this Option for financial reporting purposes.

•     Irrevocable directions to a securities broker or lender approved by the Company to pledge Option Shares as security for a loan and to deliver to the Company from the loan proceeds an amount sufficient to pay the Option Exercise Price and any Tax-Related Items (as defined below). The directions must be given by signing a special “Notice of Exercise” form provided by the Company.

Withholding Taxes

and Stock

Withholding

commit to and are under no obligation to structure the terms of the grant or any aspect of this Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Furthermore, if you have become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(1)    withholding from your wages or other cash compensation paid to you by the Company and/or the Employer; or

(2)    withholding from the proceeds of the sale of Shares acquired upon exercise of this Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or

(3)    withholding in Shares to be issued upon exercise of this Option.

To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares for which the Option was exercised, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.

Finally, you shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.

Restrictions on

Resale

In general, only you can exercise this Option prior to your death. You cannot transfer or assign this Option, other than as designated by you by will or by the laws of descent and distribution, except as provided below. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may in any event dispose of this Option in your will. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your former spouse, nor is the Company obligated to recognize your former spouse’s interest in your Option in any other way.

However, if this Option is designated as a nonstatutory stock option in the Notice of Stock Option Grant, then, to the extent permitted under applicable law, the “Committee” (as defined in the Plan) may, in its sole discretion, allow you to transfer this Option as a gift to one or more family members. For purposes of this Agreement, “family member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law or sister-in-law (including adoptive relationships), any individual sharing your household (other than a tenant or employee), a trust in which one or more of these individuals have more than 50% of the beneficial interest, a foundation in which you or one or more of these persons control the management of assets, and any entity in which you or one or more of these persons own more than 50% of the voting interest.

In addition, if this Option is designated as a nonstatutory stock option in the Notice of Stock Option Grant, then, to the extent permitted under applicable law, the Committee may, in its sole discretion, allow you to transfer this Option to your spouse or former spouse pursuant to a domestic relations order in settlement of marital property rights.

The Committee will allow you to transfer this Option only if such transfer is permitted under applicable law and both you and the transferee(s) execute the forms prescribed by the Committee, which include the consent of the transferee(s) to be bound by this Agreement.

No Advice

Regarding Award

Stockholder

Rights

Imposition of

Other

Requirements

Termination Period: The following replaces clause (n) of the “Nature of Grant” section in the Appendix:

in the event of termination of your Service (regardless of whether in breach of local labor laws), your right to vest in this Option under the Plan, if any, will terminate and your post-termination right to exercise this Option (if any) will be calculated effective as of the earlier of (1) the date on which you receive notice of termination of your Service, or (2) the date on which you no longer are actively employed, and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when you no longer are actively employed for purposes of this Option;

The following provisions apply if you are in Quebec:

Consent to Receive Information in English

The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given, or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.

Data Privacy: The following supplements the “Data Privacy” section in the Appendix:

You hereby authorize the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel, professional or non-professional, involved in the administration of the Plan. You further authorize the Company, the Employer and/or any Parent, Subsidiary, or Affiliate to disclose and discuss such information with their advisors. You also authorize the Company, the Employer and/or any Parent, Subsidiary, or Affiliate to record such information and to keep such information in your employment file.

Form of Payment: The following supplements the “Form of Payment” section of the Agreement:

Due to legal restrictions in China, you may exercise this Option only by

delivering, on a form approved by the Committee, an irrevocable direction to a securities broker approved by the Company to sell all of your Option Shares (a “cashless sell-all exercise”) and to deliver to the Company from the sale proceeds in an amount sufficient to pay the Option Exercise Price and any Tax-Related Items and applicable transaction fees or commissions. The balance of the cash proceeds, if any, will be delivered to you. The directions must be given by signing a special “Notice of Exercise” form provided by the Company.

Exchange Control Restriction

Unless you are not a PRC national, due to exchange control laws and regulations in China, you will be required immediately to repatriate to China the sale proceeds from the cashless sell-all exercise described above. You further understand that, under local law, such repatriation of the cash proceeds may need to be effectuated through a special exchange control account established by the Company or a Subsidiary or Affiliate, expressly for this purpose. By accepting this Option, you agree that any sale proceeds from the sale of Shares at exercise may be transferred to such special account prior to being delivered to you. You further agree to comply with any other requirements that the Company may impose in the future in order to facilitate compliance with exchange control requirements in China. You acknowledge that, if the cash proceeds are paid in local currency, the Company is under no obligation to secure any particular currency exchange conversion rate. Furthermore, compliance with local exchange control laws and regulations may delay the conversion of cash proceeds into local currency. You agree that, if the conversion of the cash proceeds into local currency is delayed, you shall bear the risk of any currency exchange conversion rate fluctuation between the date on which your Option Shares are sold and the date of conversion of the sale proceeds into local currency.

Option Not Tax-Qualified

You understand that this Option is not intended to qualify for French favorable tax and social security treatment.

Consent to Receive Information in English

By accepting the grant of this Option and the Agreement, which provides for the terms and conditions of this Option, you confirm having read and understood the documents relating to this grant, which were provided to you in English. You accept the terms of those documents accordingly.

SECURITIES WARNING

This Option and any Shares issued upon exercise do not constitute a public offering of securities under Hong Kong law and are available only to Employees, Outside Directors, and Consultants of the Company or a Parent, Subsidiary, or Affiliate. The Agreement, including this Appendix, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. These documents have not been reviewed by any regulatory authority in Hong Kong. This Option and related documents are intended solely for the personal use of each Employee, Outside Director, and/or Consultant (as applicable) and may not be distributed to any other person. If you do not understand the contents of the Agreement, including this Appendix, and/or the Plan, you are advised to obtain independent professional advice.

Form of Payment: The following supplements the “Form of Payment” section of the Agreement:

Due to legal restrictions in India, if you exercise this Option by delivering, on a form approved by the Committee, an irrevocable direction to a securities broker approved by the Company to sell your Option Shares and to deliver to the Company from the sale proceeds in an amount sufficient to pay the Option Exercise Price, any Tax-Related Items, and applicable transaction fees or commissions, you only may do a “cashless sell-all exercise” whereby all of the Shares covered by this Option are sold, and the balance of the cash proceeds, if any, are delivered to you; you may not do a cashless sell-to-cover exercise whereby only a portion of the Shares covered by this Option are sold to pay the Option Exercise Price, any Tax-Related Items, and applicable transaction fees or commissions and the balance of the Option Shares are delivered to you.

Exchange Control Requirements

If you remit funds outside of India to purchase Shares, you must comply with exchange control requirements in India. Proceeds from the sale of Shares must be repatriated to India within 90 days of receipt. You should

Exchange Control Requirements

If you remit funds out of Korea to pay the Option Exercise Price, such remittance must be “confirmed” by a foreign exchange bank in Korea. This is an automatic procedure, i.e., the bank does not need to “approve” the remittance, and it should take no more than one business day to process. The following supporting documents evidencing the nature of the remittance may need to be submitted to the bank, together with the confirmation application: (i) the Notice of Stock Option Grant and Agreement; (ii) the Plan; (iii) a document evidencing the type of shares to be acquired and the amount (e.g., the Notice of Stock Option Grant); and (iv) your certificate of employment. This confirmation is not necessary for cashless exercises because no funds are remitted out of Korea.

Securities Notice

The grant of this Option is being made in reliance on section 273(1)(f) of the Securities and Futures Act (Cap. 289) (“SFA”), pursuant to which it is exempt from the prospectus and registration requirements under the SFA.

Director Notification Requirement

If you are a director, associate director, or shadow director of a Singaporean Subsidiary or Affiliate, you must notify the Singaporean Subsidiary or Affiliate in writing within two days of receiving or disposing of an interest (e.g., this Option) in the Company or a Parent, Subsidiary, or Affiliate, or within two days of becoming a director if such an interest exists at the time.

Securities Notice

This offer of the Option and the Shares to be issued pursuant to the Plan is available only for Employees, Consultants, and Outside Directors. It is not a public offer of securities by a Taiwanese company; therefore, it is exempt from registration in Taiwan.

Joint Election

As a condition of participation in the Plan and the exercise of this Option, you agree to accept any liability for secondary Class 1 National Insurance contributions, which may be payable by the Company and/or the Employer in connection with this Option, and any event giving rise to Tax-Related Items (the “Employer NICs”). Without prejudice to the foregoing, you agree to execute a joint election with the Company, the form of such joint election having been approved formally by Her Majesty’s Revenue and Customs (“HMRC”) (the “Joint Election”), and any other required consent or election. You further agree to execute such other joint elections as may be required between you and any successor to the Company or the Employer. You further agree that the Company or the Employer may collect the Employer NICs from you by any of the means set forth in the “Withholding Taxes and Stock Withholding” section of the Agreement.

If you do not enter into a Joint Election prior to the exercise of this Option or if approval of the Joint Election has been withdrawn by HMRC, this Option shall become null and void, without any liability to the Company or the Employer, unless otherwise determined by the Committee in its sole discretion.

Tax Obligations. The following supplements the “Tax Obligations” section of the Agreement:

If payment or withholding of the Tax-Related Items (including the Employer NICs) is not made within ninety (90) days of the event giving rise to the Tax-Related Items or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected Tax-Related Items shall constitute a loan owed by you to the Employer, effective as of the Due Date. You agree that the loan will bear interest at the then-current official rate of HMRC, that it will be immediately due and repayable, and that the Company or the Employer may recover it at any time thereafter by any of the means referred to in the “Withholding Taxes and Stock Withholding” section of the Agreement.

Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you shall not be eligible for a loan from the Company to cover the Tax-Related Items. In the event that you are a director or executive officer and Tax-Related Items are not collected from or paid by you by the Due Date, the amount of any uncollected Tax-Related Items will constitute a benefit to you on which additional income tax and National Insurance contributions (“NICs”) (including Employer NICs) will be payable. You understand that you will be responsible for reporting any income tax and NICs (including the Employer NICs) due on this additional benefit directly to HMRC under the self-assessment regime.