EXHBIT 4.5 CALIFORNIA MICRO DEVICES CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is effective as of January 24, 2002, by and between CALIFORNIA MICRO DEVICES CORPORATION, a California...Non-Qualified Stock Option Agreement • May 15th, 2002 • California Micro Devices Corp • Electronic components & accessories • California
andRights Agreement • September 26th, 2001 • California Micro Devices Corp • Electronic components & accessories • New York
Exhibit 10.12 October 23, 2001 CONFIDENTIAL Mr. Robert V. Dickinson President and Chief Executive Officer California Micro Devices Corporation 215 Topaz Street Milpitas, CA 95035 Dear Bob: This letter agreement (this "Agreement") confirms the...Placement Agent Agreement • February 14th, 2002 • California Micro Devices Corp • Electronic components & accessories
EXHIBIT 2Non-Qualified Stock Option Agreement • August 14th, 2001 • California Micro Devices Corp • Electronic components & accessories
EXHIBIT 10.13 LOAN AND SECURITY AGREEMENTLoan Agreement • June 25th, 2002 • California Micro Devices Corp • Electronic components & accessories • California
Exhibit 4.3 CALIFORNIA MICRO DEVICES CORPORATION STOCK PURCHASE AGREEMENT November 21, 2001 Exhibit 4.3 TABLE OF CONTENTSStock Purchase Agreement • February 14th, 2002 • California Micro Devices Corp • Electronic components & accessories • California
Exhibit 10.14 INDEMNIFICATION AGREEMENT FOR OFFICERS AND DIRECTORS Preamble -------- This Indemnification Agreement (this "Agreement") is made as of this ____ day of ___, ____, by and between California Micro Devices Corporation, a California...Indemnification Agreement • August 14th, 2002 • California Micro Devices Corp • Electronic components & accessories • California
RECITALSCredit Agreement • June 17th, 1998 • California Micro Devices Corp • Electronic components & accessories
FORM OF TENDER AND VOTING AGREEMENTTender and Voting Agreement • December 15th, 2009 • California Micro Devices Corp • Electronic components & accessories • Delaware
This TENDER AND VOTING AGREEMENT (this “Agreement”) dated December , 2009, among ON Semiconductor Corporation, a Delaware corporation (“Parent”); Pac-10 Acquisition Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Purchaser”); California Micro Devices Corporation, a Delaware corporation (the “Company”) (only with respect to Section 6 and Section 10 hereof and as a third party beneficiary of Section 4(f) hereof); and the undersigned stockholder of the Company (“Stockholder”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 28th, 2009 • California Micro Devices Corp • Electronic components & accessories • Delaware
THIS INDEMNIFICATION AGREEMENT is made and entered into as of this day of , 20 (the “Agreement”), by and between California Micro Devices Corporation, a Delaware corporation (the “Company”), and (the “Indemnitee”).
1,300,000 Shares* CALIFORNIA MICRO DEVICES CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 28th, 2004 • California Micro Devices Corp • Electronic components & accessories • New York
California Micro Devices Corporation, a California corporation (the “Company”), proposes to issue and sell 1,300,000 shares (the “Firm Shares”) of the Company’s Common Stock, no par value per share (the “Common Stock”), to you and to the several other Underwriters, if any, named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”). The Company has also agreed to grant to you and the other Underwriters, if any, an option (the “Option”) to purchase up to an additional 195,000 shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). The Firm Shares and the Option Shares are referred to collectively herein as the “Shares.”
December 14, 2009Confidentiality Agreement • December 28th, 2009 • California Micro Devices Corp • Electronic components & accessories
CALIFORNIA MICRO DEVICES CORPORATION STOCK AND WARRANT PURCHASE AGREEMENT July 28, 2003Stock and Warrant Purchase Agreement • November 14th, 2003 • California Micro Devices Corp • Electronic components & accessories • California
This Stock and Warrant Purchase Agreement (this “Agreement”) is made as of the 28th day of July, 2003 (the “Effective Date”), by and among California Micro Devices Corporation, a California corporation (the “Company”), and each of the persons listed on the signature pages hereto (each of whom is herein referred to individually as an “Investor” and collectively as the “Investors”). The parties hereto agree as follows:
AGREEMENT AND PLAN OF MERGER among: ON SEMICONDUCTOR CORPORATION, a Delaware corporation; PAC-10 ACQUISITION CORPORATION, a Delaware corporation; and CALIFORNIA MICRO DEVICES CORPORATION, a Delaware corporation Dated as of December 14, 2009Merger Agreement • December 15th, 2009 • California Micro Devices Corp • Electronic components & accessories • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of December 14, 2009, by and among: ON SEMICONDUCTOR CORPORATION, a Delaware corporation (“Parent”); PAC-10 ACQUISITION CORPORATION, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”); and CALIFORNIA MICRO DEVICES CORPORATION, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in EXHIBIT A and other capitalized terms used in this Agreement are defined in the Sections of this Agreement where they first appear.
McCarthy CenterLease • February 9th, 2009 • California Micro Devices Corp • Electronic components & accessories • California
THIS LEASE is made as of the 13th day of May, 2005, by and between THE IRVINE COMPANY, a Delaware corporation hereafter called "Landlord," and CALIFORNIA MICRO DEVICES CORPORATION, a California corporation, hereinafter called "Tenant."
MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENTMutual Confidential Disclosure Agreement • December 28th, 2009 • California Micro Devices Corp • Electronic components & accessories • Delaware
This MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT is made to be effective on 30th day of April, 2009, between California Micro Devices Corporation , a Delaware corporation having its principal place of business at 490 N. McCarthy Blvd., #100, Milpitas, CA 95035 together with its Affiliates (the “Company”), and ON Semiconductor Corporation, a Delaware corporation having its principal place of business at 5005 East McDowell Road, Phoenix, AZ 85008 USA together with its Affiliates (“ON”). ON and the Company propose to enter into discussions concerning a corporate strategic transaction in which ON would acquire the Company via merger (a “Transaction”). In these discussions, each party (the “Discloser’”) will disclose information to the other party (the “Recipient”).
SUPPLEMENTAL EMPLOYMENT TERMS AGREEMENTSupplemental Employment Terms Agreement • February 9th, 2007 • California Micro Devices Corp • Electronic components & accessories • California
This Supplemental Employment Terms Agreement (this “Agreement”) is made by and between (the “Employee”) and California Micro Devices Corporation, a Delaware corporation (the “Company”) (collectively the “Parties”) effective as of November , 2006.
ContractSupplemental Employment Terms Agreement • June 11th, 2008 • California Micro Devices Corp • Electronic components & accessories • California
CONFIDENTIAL TREATMENT REQUESTED LOAN DEFAULT WAIVER AGREEMENTLoan Default Waiver Agreement • February 14th, 2003 • California Micro Devices Corp • Electronic components & accessories
THIS LOAN DEFAULT WAIVER AGREEMENT is entered into as of October 21, 2002, by and between CALIFORNIA MICRO DEVICES CORPORATION, a California corporation (the “Borrower”) and SILICON VALLEY BANK (“Bank”). Borrower and Bank are parties to a Loan and Security Agreement, dated June 17, 2002, as amended or modified from time to time, (the “Loan Agreement”). Defined terms used but not otherwise defined herein shall have the same meanings as set forth in the Loan Agreement.
CONFIDENTIAL TREATMENT REQUESTED LICENSE AGREEMENTLicense Agreement • February 25th, 2003 • California Micro Devices Corp • Electronic components & accessories
FCT has developed Confidential Information, trade secrets, patents and know-how regarding Ultra CSP™ wafer bumping in the manufacture of flip chip integrated circuits; and certain Confidential Information, trade secrets, patents and know-how regarding the technology of redistributing bond pads on integrated circuits using a Redistribution Layer (RDL) to facilitate wafer bumping in the manufacture of flip chip integrated circuits.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and between Silicon Valley Bank and California Micro Devices Corporation January 23, 2004Loan and Security Agreement • June 14th, 2004 • California Micro Devices Corp • Electronic components & accessories • California
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated January 23, 2004, between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and CALIFORNIA MICRO DEVICES CORPORATION, a California corporation (“Borrower”), whose address is 430 N. McCarthy Blvd., #100, Milpitas, California 95035, provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
Amended* Equipment Acquisition Agreement *Reflects changes made by letter amendment dated August 22, 2007Equipment Acquisition Agreement • November 9th, 2007 • California Micro Devices Corp • Electronic components & accessories • California
This Amended Equipment Acquisition Agreement (this “Agreement”) is entered into by and between California Micro Devices Corporation, a Delaware corporation (“CMD”), and SPEL Semiconductor Limited, a public limited company incorporated under the provisions of the Indian Companies Act, 1956 (“SPEL”), effective upon the later of the dates (the “Effective Date”) that it is signed on behalf of each party under Authorized Signatures below.
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • December 15th, 2009 • California Micro Devices Corp • Electronic components & accessories • New York
THIS AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of December 11, 2009, by and between CALIFORNIA MICRO DEVICES CORPORATION, a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, in its capacity as Rights Agent (the “Rights Agent”), is made with reference to the following facts:
EXHIBIT 10.12 CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. WAFER MANUFACTURING AGREEMENT Introduction This Wafer Manufacturing...Wafer Manufacturing Agreement • June 25th, 2002 • California Micro Devices Corp • Electronic components & accessories • Hong Kong
December 28, 2009 Dear California Micro Devices Stockholder:Merger Agreement • December 28th, 2009 • California Micro Devices Corp • Electronic components & accessories
We are pleased to inform you that, on December 14, 2009, California Micro Devices Corporation (“California Micro Devices”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ON Semiconductor Corporation (“ON Semiconductor”) and Pac-10 Acquisition Corporation, an indirect, wholly-owned subsidiary of ON Semiconductor (“Purchaser”).
Non-Qualified Stock Option Agreement by and between the Registrant andNon-Qualified Stock Option Agreement • September 2nd, 2003 • California Micro Devices Corp • Electronic components & accessories • California
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is effective as of May 12,.2003, by and between CALIFORNIA MICRO DEVICES CORPORATION, a California corporation (the “Corporation”), and R. GREGORY MILLER (“Optionee”), on the terms and conditions set forth below to which Optionee accepts and agrees:
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • August 14th, 2003 • California Micro Devices Corp • Electronic components & accessories
This Loan Modification Agreement is entered into as of June 9, 2003, by and between California Micro Devices Corporation (the “Borrower”) and Silicon Valley Bank (“Bank”).
PURCHASE AGREEMENT between CALIFORNIA MICRO DEVICES CORP., a California corporation and MICROCHIP TECHNOLOGY INCORPORATED, a Delaware corporation May 20, 2005 2000 W. 14th Street Tempe, AZPurchase Agreement • August 9th, 2005 • California Micro Devices Corp • Electronic components & accessories • Arizona
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of May 20, 2005, by and between CALIFORNIA MICRO DEVICES CORP., a California corporation (“Seller”), and MICROCHIP TECHNOLOGY INCORPORATED, a Delaware corporation (“Buyer”).
CALIFORNIA MICRO DEVICES CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • May 11th, 2009 • California Micro Devices Corp • Electronic components & accessories • California
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is effective as of April 13, 2006, by and between CALIFORNIA MICRO DEVICES CORPORATION, a California corporation (the “Corporation”), and (“Optionee”), on the terms and conditions set forth below to which Optionee accepts and agrees:
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and between Silicon Valley Bank and California Micro Devices Corporation September 29, 2004Loan and Security Agreement • November 8th, 2004 • California Micro Devices Corp • Electronic components & accessories • California
This SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated September 29, 2004, between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and CALIFORNIA MICRO DEVICES CORPORATION, a California corporation (“Borrower”), whose address is 430 N. McCarthy Blvd., #100, Milpitas, California 95035, provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
Mr. Kevin Berry [Address] Dear Kevin,Employment Agreement • July 10th, 2006 • California Micro Devices Corp • Electronic components & accessories
On behalf of California Micro Devices, I am pleased to offer you the position of Chief Financial Officer of the Company. You will report directly to me. Your start date would be Monday, July 10, 2006, You and the Company agree that our March 17, 2006, Consulting Agreement has been and is hereby extended until Midnight on July 9, 2006, at which time it shall terminate. Assuming you accept this offer, you would be a full-time employee of the Company starting on July 10, 2006, except that the Company hereby consents to your continuing to consult for RedSeal Systems for up to ten hours each work week through July 31, 2006.
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • August 14th, 2003 • California Micro Devices Corp • Electronic components & accessories
This Loan Modification Agreement is entered into as of June 26, 2003, by and between California Micro Devices Corporation (the “Borrower”) and Silicon Valley Bank (“Bank”).
CONFIDENTIAL TREATMENT REQUESTED LICENSE AGREEMENTLicense Agreement • February 14th, 2003 • California Micro Devices Corp • Electronic components & accessories
FCT has developed Confidential Information, trade secrets, patents and know-how regarding Ultra CSP™ wafer bumping in the manufacture of flip chip integrated circuits; and certain Confidential Information, trade secrets, patents and know-how regarding the technology of redistributing bond pads on integrated circuits using a Redistribution Layer (RDL) to facilitate wafer bumping in the manufacture of flip chip integrated circuits.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 27th, 2005 • California Micro Devices Corp • Electronic components & accessories
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 24th day of October, 2005, by and between Silicon Valley Bank (“Bank”) and California Micro Devices Corporation, a California corporation (“Borrower”) whose address is 490 N. McCarthy Boulevard #100., Milpitas, California 95035.
CONFIDENTIAL TREATMENT REQUESTED WAFER MANUFACTURING AGREEMENTWafer Manufacturing Agreement • February 25th, 2003 • California Micro Devices Corp • Electronic components & accessories • Hong Kong
This Wafer Manufacturing Agreement (this “Agreement”) is entered into by and between California Micro Devices Corporation, a corporation formed under the laws of, and with a place of business and office in, California USA (“CAMD”), and Advanced Semiconductor Manufacturing Corporation of Shanghai, a corporation formed under the laws of, and with an office and place of business in, the Peoples Republic of China (“ASMC”), effective upon the later of the dates (the “Effective Date”) it is signed by a representative of each party under Authorized Signatures below.
