ATHEROS COMMUNICATIONS, INC. 2009 INDUCEMENT GRANTINCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD

Name of Participant:

Total Number of Restricted Stock Units Granted:

Date of Grant:

Vesting Start Date:

Vesting Schedule:

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

(2)    withholding from proceeds of the sale of Shares acquired upon settlement of the Restricted Stock Units, 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 settlement of the Restricted Stock Units.

         In accepting the Restricted Stock Units, you acknowledge, understand, and agree that:

(a)     the Plan is established voluntarily by the Company, is discretionary in nature, and may be modified, amended, suspended, or terminated by the Company at any time;

(b)     the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past;

(c)     all decisions with respect to future Restricted Stock Unit grants, if any, will be at the sole discretion of the Company;

(d)     your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your Service at any time;

(e)     your participation in the Plan is voluntary;

(f)      the Restricted Stock Units and the Shares subject to the Restricted Stock Units are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of your employment contract, if any;

(g)     the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;

(h)     the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purposes, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments, and in no even should be considered as compensation for, or relating in any way to, past services for the Company, the Employer, or any Parent, Subsidiary, or Affiliate;

(i)      the Award and your participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Parent, Subsidiary, or Affiliate;

(j)      the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(k)     no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of your employment by the Company or the Employer (for any reason whatsoever and regardless of whether in breach of local labor laws), and, in consideration for the Restricted Stock Units, to which you otherwise are not entitled, you irrevocably agree never to institute any claim against the Company or the Employer, waive your ability, if any, to bring any such claim, and release the Company and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims;

(l)      in the event of termination of your Service (regardless of whether in breach of local labor laws), your right to vest in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date that 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 the Award; and

(m)    the Restricted Stock Units and the benefits under the Plan, if any, will not transfer automatically to another company in the case of a merger, takeover, or transfer of liability.

You hereby explicitly and unambiguously consent to the collection, use, and transfer, in electronic or other form, of your personal data as described in the Agreement, including this Appendix, and any other Restricted Stock Unit grant materials by and among, as applicable, the Employer, the Company, and any Parent, Subsidiary, or Affiliate for the exclusive purposes of implementing, administering, and managing your participation in the Plan.

Your understand that the Company and the Employer may hold certain personal information about you, including, without limitation, your name, home address, and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock Units, or any other entitlement to Shares awarded, canceled, exercised, vested, unvested, or outstanding in your favor, for the exclusive purposes of implementing, administering, and managing the Plan (“Data”).

You understand that Data will be transferred to E*Trade Financial Services, Inc., or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration, and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Company, E*Trade Financial Services, Inc., and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering, and managing the Plan to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering, and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer, and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data, or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

If you received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version differs from the English version, the English version shall control.

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

in the event of termination of your Service (whether or not in breach of local labor laws), your right, if any, to vest in the Restricted Stock Units under the Plan will terminate effective as of the earlier of (1) the date on which you receive notice of termination of your employment; or (2) the date on which you are no longer actively employed by the Employer, 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 the Award;

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.

Mandatory Sale at Vesting: The following supplements the “Settlement of Restricted Stock Units” section of the Agreement:

Due to legal restrictions in China, all Shares issued upon settlement of the Restricted Stock Units will be subject to a mandatory sale restriction. You authorize the sale of all Shares issued as soon as administratively practicable after the applicable vesting date on your

behalf and pursuant to this authorization. Upon the sale of Shares, you will receive the sale proceeds less any amounts necessary to satisfy Tax-Related Items and applicable transaction fees or commissions. Due to currency exchange conversion rate fluctuation between the applicable vesting date of the Restricted Stock Units and (if later) the date on which the Shares are sold, the amount of sale proceeds may be more or less than the Fair Market Value of the Shares on the applicable vesting date (which is the relevant amount for purposes of calculating amounts necessary to satisfy applicable Tax-Related Items).

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 cash proceeds from the mandatory sale of Shares at vesting of the Restricted Stock Units. 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 the Restricted Stock Units, you agree that any cash proceeds from the sale of Shares upon settlement 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 the Shares issued upon settlement of the Restricted Stock Units are sold and the date of conversion of the cash proceeds into local currency.

There are no special terms and conditions.

Restricted Stock Units Not Tax-Qualified

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

Consent to Receive Information in English

By accepting the grant of Restricted Stock Units and the Agreement, which provides for the terms and conditions of the Restricted Stock Units, 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.

En acceptant cette attribution gratuite d’actions et ce contrat qui contient les termes et conditions de vos actions gratuites, vous confirmez avoir lu et compris les documents relatifs à cette attribution qui vous ont été transmis en langue anglaise. Vous acceptez ainsi les conditions et termes de ces documents.

There are no special terms and conditions.

SECURITIES WARNING

The Restricted Stock Units and any Shares issued upon settlement 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. The Restricted Stock Units 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.

Exchange Control Requirements

Proceeds from the sale of Shares must be repatriated to India within 90 days of receipt. You should obtain for your records a foreign inward remittance certificate (“FIRC”) from the bank through which you repatriate the funds, so as to document your compliance with the exchange control requirements. If requested, you must provide a copy of the FIRC to the Employer.

There are no special terms and conditions.

There are no special terms and conditions.

There are no special terms and conditions.

Securities Notice

The Award of Restricted Stock Units 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., the Restricted Stock Units) 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.

There are no special terms and conditions.

Restricted Stock Units Payable in Shares Only

Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, the Restricted Stock Units do not provide any right for you to receive a cash payment and shall be paid in Shares only.

Joint Election

As a condition of participation in the Plan and the vesting of the Restricted Stock Units, 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 the Restricted Stock Units, 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 vesting of the Restricted Stock Units, or if approval of the Joint Election has been withdrawn by HMRC, the Restricted Stock Units shall become null and void, and no Shares will be issued to you under the Plan, 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.