September 13, 2000

Daniel Wark


Dear Dan,

Volterra is pleased to offer you the position of Vice President of Operations on
the following terms.

You will report to Jeff Staszak. You will work at our facility located at 3839
Spinnaker Ct, in Fremont, California. Of course, Volterra may change your
position, duties, and work location from time to time as it deems necessary.

Your compensation will be $5,846.15 bi-weekly ($152,000 per year), less payroll
deductions and all required withholdings. You will be eligible for the following
standard Company benefits: medical, dental, life, and vision insurance, 401(k),
Personal Time Off (PTO), and holidays. You will receive options on 150,000
shares of common stock pursuant to the Company's stock option plan. Your
benefits and options will begin to accrue on the 1st day of the first month
following your start date. Additional details about these benefit plans are
available for your review. Volterra may modify your compensation and benefits
from time to time as it deems necessary.

As a Volterra employee, you will be expected to abide by Company rules and
regulations, and sign and comply with a Proprietary Information and Inventions
Agreement, which prohibits unauthorized use or disclosure of Volterra
proprietary information.

Normal working hours are from 8:00 a.m. to 5:00 p.m., Monday through Friday. As
an exempt salaried employee, you will be expected to work additional hours as
required by the nature of your work assignments.

You may terminate your employment with Volterra at any time and for any reason
whatsoever simply by notifying Volterra. Likewise, Volterra may terminate your
employment at any time and for any reason whatsoever, with or without cause or
advance notice. This at-will employment relationship cannot be changed except in
writing signed by a Company officer.


The employment terms in this letter supersede any other agreements or promises
made to you by anyone, whether oral or written. As required by law, this offer
is subject to satisfactory proof of your right to work in the United States.

Please sign and date this letter, and return it to me by September 20, if you
wish to accept employment at Volterra, under the terms described above. If you
accept our offer, we would like you to start October 2.

We look forward to your favorable reply and to a productive and enjoyable work


/s/ Jeff Staszak

Jeff Staszak
President & CEO


/s/ Dan Wark

Dan Wark

September 20, 2000


Source: OneCLE Business Contracts.