Executive Officer Employment Agreements

On November 17, 2016, the Compensation Committee (the
Compensation Committee) of the Board of Directors (the Board) of
GigPeak, Inc. (the Company) approved amendments to the Employment
Agreements of Drs. Katz and Dinu, and Messrs. Ma and
Betti-Berutto (collectively, the Employment Agreements) to
provide a clearer definition of what constitutes a Change in
Control (as such term is defined in their respective Employment
Agreements, as amended), as well as other changes described
herein. Dr. Katzs Employment Agreement was also amended to
clarify the payments he would be entitled to receive upon a
Change in Control. to the amendment, Dr. Katz would be entitled
to receive a pro-rated annual bonus for the period of the year
that he has worked prior to the Change in Control, plus a lump
sum payment equal to three times the average of the sum of his
annual base salary plus annual bonuses for the most recent two
fiscal years completed by the Company. Dr. Dinu and Mr. Mas
Employment Agreements were also amended to provide for single
trigger acceleration of all unvested equity upon a Change in
Control, matching the provisions already in Dr. Katzs and Mr.
Betti-Beruttos Employment Agreements. Additional changes were
made to the Employment Agreements to clarify and conform the
language used in the agreements, but these additional changes did
not affect the material terms of the Employment Agreements.

Other than as described above, the material terms of the
Employment Agreements of each of Drs. Katz and Dinu and Messrs.
Ma and Betti-Berutto, as previously disclosed by the Company,
have not been revised. Copies of these Employment Agreements as
amended and restated are attached hereto as Exhibits 10.1, 10.2,
10.3 and 10.4, respectively, and are incorporated herein by
reference. The foregoing description of the Employment Agreements
does not purport to be complete and is qualified in its entirety
by reference to Exhibits 10.1, 10.2, 10.3 and 10.4.

Change in Control Bonus Plan

On November 17, 2016 the Compensation Committee approved the
creation of a Change in Control Bonus Plan (the Bonus Plan) to
provide cash payments upon a Change in Control (as such term is
defined in the Bonus Plan) to such executive officers and
employees of the Company as may in the future be designated by
the Compensation Committee. The Bonus Plan is designed to promote
the interests of the Company and its stockholders by providing an
additional incentive to management and employees to maximize the
value of the Companys business and its common stock. The Bonus
Plan shall be administered by the Compensation Committee, which
shall determine the executive officers and employees to whom
awards are granted under the Bonus Plan (the Participants) and
the terms of payment under an award in accordance with the terms
of the Bonus Plan. Payments to Participants under the Bonus Plan
shall be made only upon the consummation of a Change in Control
provided that the Participant remains employed by the Company at
the time of such consummation in accordance with the Bonus Plan.

Payments to Participants shall be equal to an amount based on a
percentage of the aggregate amount of payments available for
distribution to Participants with respect to any Change in
Control (the Bonus Pool). The Bonus Pool shall be determined by
multiplying the aggregate fair market value of the gross
consideration received by the Company or its security holders in
a Change in Control (but shall not include any severance or other
compensatory payments and gross-up payments made in connection
with Section 280G of the Internal Revenue Code of 1986, as
amended, paid or payable to employees or consultants of the
Company upon a Change in Control in accordance with the terms of
any plan, program or arrangement of the Company, any consulting,
legal, accounting or other fees or costs paid in connection with
the transaction triggering the Change in Control, and any other
costs, fees or expenses as may be determined by the Compensation
Committee in good faith immediately prior to the consummation of
the Change in Control) (the Sales Proceeds) by the Bonus
Percentage (as such term is defined in the Bonus Plan, but which
shall have a cap of five and one-half percent and which shall be
based in part upon the premium of the amount paid to a
stockholder of the Company in a Change in Control to the average
closing price of a share of the Companys common stock for the
90-day period ending immediately prior to the announcement of the
Change in Control). To the extent that the aggregate payments
under the Bonus Pool would otherwise exceed five and one-half
percent of the Sales Proceeds, the Compensation Committee shall
reduce all payments to Participants payable under the Bonus Pool
in a manner that it determines to be equitable and appropriate
under the circumstances in its sole discretion.

A copy of the Bonus Plan is attached hereto as Exhibit 10.5 and
is incorporated herein by reference. The foregoing description of
the Bonus Plan does not purport to be complete and is qualified
in its entirety by reference to Exhibit 10.5.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders (Annual
Meeting) on November 17, 2016. 58,979,495 shares appeared at the
Annual Meeting, representing 87.07% of the 67,737,381 shares of
common stock outstanding and entitled to vote on the record date
of October 3, 2016.

Proposal 1: Election of Directors

At the Annual Meeting, John J. Mikulsky and Neil J. Miotto were
elected to the Board of Directors as the Class II directors. They
will serve until the 2019 annual meeting and until their
successors are duly elected and qualified.

Proposal 2: Approval, on an Advisory Basis, of the 2015
Compensation of the Companys Named Executive Officers

A non-binding vote to approve, on an advisory basis, the 2015
compensation of the Companys named executive officers was voted
on and approved:

As disclosed in the Companys 2016 Proxy Statement, this vote on
Proposal 2 is advisory and non-binding. However, stockholders can
be assured that the Board of Directors and the Compensation
Committee will review and consider the voting results, as well as
other corporate governance guidance, in crafting their approach
to future executive compensation matters.

Proposal 3: Ratification of Burr Pilger Mayer, Inc.
Appointment

A proposal to ratify the appointment of Burr Pilger Mayer, Inc.
as the Companys independent registered public accounting firm for
the fiscal year ending December 31, 2016 was approved by the
following vote:

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits