ANDRights Agreement • August 21st, 1998 • Trident Microsystems Inc • Semiconductors & related devices • Delaware
AMENDMENT TOSecurities Purchase Agreement • August 8th, 2003 • Trident Microsystems Inc • Semiconductors & related devices
LEASELease • September 28th, 2001 • Trident Microsystems Inc • Semiconductors & related devices • California
RECITALSShare Subscription Agreement • August 8th, 2003 • Trident Microsystems Inc • Semiconductors & related devices
BY AND BETWEENSecurities Purchase Agreement • August 8th, 2003 • Trident Microsystems Inc • Semiconductors & related devices • Delaware
LICENSE AGREEMENTLicense Agreement • August 8th, 2003 • Trident Microsystems Inc • Semiconductors & related devices • California
AMENDMENT TOAsset Purchase Agreement • August 8th, 2003 • Trident Microsystems Inc • Semiconductors & related devices
TRIDENT MICROSYSTEMS, INC. RESTRICTED STOCK AGREEMENT (For US Participant)Restricted Stock Agreement • February 10th, 2010 • Trident Microsystems Inc • Semiconductors & related devices • California
Trident Microsystems, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Trident Microsystems, Inc. 2010 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the Shares (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and
RECITALSChange in Control Agreement • September 28th, 2001 • Trident Microsystems Inc • Semiconductors & related devices • California
BY AND BETWEEN XGI CAYMAN LTD. ANDAsset Purchase Agreement • August 8th, 2003 • Trident Microsystems Inc • Semiconductors & related devices • California
AMENDED AND RESTATED STOCKHOLDER AGREEMENT by and between TRIDENT MICROSYSTEMS, INC. and NXP B.V. Dated as of April 28, 2011Stockholder Agreement • May 5th, 2011 • Trident Microsystems Inc • Semiconductors & related devices • Delaware
Trident Microsystems, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), in accordance with the provisions of Section 151 thereof, DOES HEREBY CERTIFY:
Lease Agreement By and Between Kifer Tech Investors llc, a Delaware limited liability company as Landlord and Trident Microsystems, Inc., a Delaware corporation as Tenant Dated March 5, 2010Lease Agreement • March 15th, 2010 • Trident Microsystems Inc • Semiconductors & related devices • California
This Lease Agreement is made and entered into by and between Landlord and Tenant on the Lease Date. The defined terms used in this Lease which are defined in the Basic Lease Information attached to this Lease Agreement (“Basic Lease Information”) shall have the meaning and definition given them in the Basic Lease Information. The Basic Lease Information, the exhibits, and this Lease Agreement are and shall be construed as a single instrument and are referred to herein as the “Lease.”
TRIDENT MICROSYSTEMS, INC. FORM OF STOCK OPTION AGREEMENT (For US Participant)Stock Option Agreement • December 17th, 2010 • Trident Microsystems Inc • Semiconductors & related devices • California
Trident Microsystems, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Trident Microsystems, Inc. 2010 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan
EXHIBIT 2.7 TMFE AND XGI CAPITALIZATION AGREEMENT This Agreement is made and entered into as of June 30, 2003 by and between Trident Microsystems (Far East) Ltd. ("TMFE"), a Cayman Islands, B. W. I. corporation and XGI Technology Inc. ("XGI"), a...Capitalization Agreement • August 8th, 2003 • Trident Microsystems Inc • Semiconductors & related devices
EXHIBIT 10.18 FORM OF NONSTATUTORY STOCK OPTION AGREEMENT TRIDENT MICROSYSTEMS, INC. NONSTATUTORY STOCK OPTION AGREEMENT Trident Microsystems, Inc., a Delaware corporation (the "Company"), has granted _____________________ (the "Optionee") an option...Nonstatutory Stock Option Agreement • November 14th, 2002 • Trident Microsystems Inc • Semiconductors & related devices • California
ASSET PURCHASE AGREEMENT Dated as of January __, 2012 By and Between ENTROPIC COMMUNICATIONS, INC. as Purchaser, and TRIDENT MICROSYSTEMS, INC. and specified TRIDENT MICROSYSTEMS Subsidiaries as Sellers.Asset Purchase Agreement • January 4th, 2012 • Trident Microsystems Inc • Semiconductors & related devices • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) dated January __, 2012 is by and between ENTROPIC COMMUNICATIONS, INC., a Delaware corporation (“Purchaser”), and TRIDENT MICROSYSTEMS, INC., a Delaware corporation (the “Company”), and each of its Subsidiaries that owns Purchased Assets (the “Seller Subsidiaries”). Purchaser, the Company and Seller Subsidiaries are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used herein are defined in Exhibit A.
INTELLECTUAL PROPERTY TRANSFER AND LICENSE AGREEMENT BETWEEN NXP B.V. AND NXP HOLDING 1 B.V. DATED AS OF FEBRUARY 7, 2010Intellectual Property Transfer and License Agreement • July 16th, 2010 • Trident Microsystems Inc • Semiconductors & related devices • New York
This Intellectual Property Transfer and License Agreement (“Agreement”) is made and entered into, as of February 7, 2010 (the “Closing Date”), by and between NXP B.V., a Dutch besloten venootshap (“NXP”), and NXP Holding 1 B.V., a Dutch besloten venootshap (“Dutch Newco”).
TRIDENT MICROSYSTEMS, INC. RESTRICTED STOCK UNITS AGREEMENT (For Non-US Participant)Restricted Stock Units Agreement • February 10th, 2010 • Trident Microsystems Inc • Semiconductors & related devices • California
Trident Microsystems, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the Trident Microsystems, Inc. 2010 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”), (b) accepts the
HSUN CHIEH TMI SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 6th, 2005 • Trident Microsystems Inc • Semiconductors & related devices
HSUN CHIEH INVESTMENT CORP., LTD., a corporation organized and existing under the laws of the Republic of China (“ROC”), whose registered office is at 2F, 76, Tun Hwa South Road Section 2, Taipei, Taiwan, ROC, ( “Buyer”); and
INDEMNITY AGREEMENTIndemnity Agreement • September 12th, 2008 • Trident Microsystems Inc • Semiconductors & related devices • Delaware
This Indemnity Agreement, dated as of [ ], is made by and between Trident Microsystems, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
TRIDENT MICROSYSTEMS, INC. AND MELLON INVESTOR SERVICES, LLC Rights Agent AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of July 23, 2008Rights Agreement • July 28th, 2008 • Trident Microsystems Inc • Semiconductors & related devices • New York
This Amended and Restated Rights Agreement (“Rights Agreement”), dated as of July 23, 2008, is entered into between Trident Microsystems, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services, LLC (the “Rights Agent”) and amends and restates the prior Rights Agreement between the Company and the Rights Agent dated July 24, 1998 (such prior Rights Agreement the “Original Agreement”).
AGREEMENT TO PARTICIPATE IN THE TRIDENT MICROSYSTEMS, INC. AMENDED AND RESTATED EXECUTIVE RETENTION AND SEVERANCE PLAN As Adopted December 15, 2010Executive Retention and Severance Plan Participation Agreement • March 7th, 2011 • Trident Microsystems Inc • Semiconductors & related devices
In consideration of the benefits provided by the Trident Microsystems, Inc. Amended and Restated Executive Retention and Severance Plan, as adopted December 15, 2010 (the “Amended Plan”), the undersigned employee of Trident Microsystems, Inc. (the “Company”) or any of its subsidiaries and the Company agree that, as of the date written below, the undersigned shall become a Participant in the Amended Plan and shall be fully bound by and subject to all of its provisions. All references to a “Participant” in the Amended Plan shall be deemed to refer to the undersigned.
CONFIDENTIAL RETIREMENT AGREEMENT AND GENERAL RELEASE OF CLAIMSRetirement Agreement • March 15th, 2010 • Trident Microsystems Inc • Semiconductors & related devices
AMENDED AND RESTATED SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 6th, 2005 • Trident Microsystems Inc • Semiconductors & related devices
THIS AMENDED AND RESTATED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 31st day of March 2005 by and between:
2 3 3.2 If Sublessee remains in possession of all or any part of the Subleased Premises after June 30, 2001, with the prior written consent of Sublessor, such tenancy shall be on a month-to-month basis only and shall not constitute a renewal or...Sublease Agreement • May 14th, 1999 • Trident Microsystems Inc • Semiconductors & related devices • California
TRIDENT MICROSYSTEMS, INC. RELATIVE TOTAL STOCKHOLDER RETURN PERFORMANCE SHARE AGREEMENT (For US Participant)Relative Total Stockholder Return Performance Share Agreement • May 5th, 2011 • Trident Microsystems Inc • Semiconductors & related devices • California
TRIDENT MICROSYSTEMS (HONG KONG) LIMITED, as the Borrower and TRIDENT MICROSYSTEMS, INC. and TRIDENT MICROSYSTEMS (FAR EAST) LTD. as Guarantors LOAN, GUARANTY AND SECURITY AGREEMENT Dated as of February 9, 2011Loan, Guaranty and Security Agreement • March 7th, 2011 • Trident Microsystems Inc • Semiconductors & related devices • California
THIS LOAN, GUARANTY AND SECURITY AGREEMENT is dated as of February 9, 2011, among TRIDENT MICROSYSTEMS (HONG KONG) LIMITED, a Hong Kong limited company, (the “Borrower”), TRIDENT MICROSYSTEMS, INC, TRIDENT MICROSYSTEMS (FAR EAST) LTD. and the other entities party to this Agreement from time to time as Guarantors, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A. (acting through its Singapore branch or such other branch or branches as it may designate from time to time), a national banking association, as agent for the Lenders (“Agent”).
CONFIDENTIAL RETIREMENT AGREEMENT AND GENERAL RELEASE OF CLAIMSRetirement Agreement • March 7th, 2011 • Trident Microsystems Inc • Semiconductors & related devices
MANUFACTURING SERVICES AGREEMENT between TRIDENT MICROSYSTEMS (FAR EAST) LTD. and NXP SEMICONDUCTORS NETHERLANDS B.V. DATED February 8, 2010Manufacturing Services Agreement • March 15th, 2010 • Trident Microsystems Inc • Semiconductors & related devices • New York
Annex A: Manufacturing Processes Annex B: NXP Calendar Annex C: Purchase and Supply Chain Services Annex D: Service Tariffs Annex E: Product Data and Yields Annex F: Product Prices Annex G: Product Flows
STOCKHOLDER AGREEMENTStockholder Agreement • May 15th, 2009 • Trident Microsystems Inc • Semiconductors & related devices • Delaware
THIS STOCKHOLDER AGREEMENT (the “Agreement”) dated as of May 14, 2009, by and between Trident Microsystems (Far East) Ltd., a corporation organized under the laws of the Cayman Islands, B.W.I. and a subsidiary of the Company (“TMFE”), Trident Microsystems, Inc., a Delaware corporation (the “Company”), and Micronas Semiconductor Holding AG, an Aktiengesellschaft organized and existing under the laws of the Switzerland (“Stockholder”).
SERVICES AGREEMENTServices Agreement • May 15th, 2009 • Trident Microsystems Inc • Semiconductors & related devices
This Services Agreement (“Agreement”), dated as of May 15, 2009 (the “Effective Date”), is entered into by Trident Microsystems (Far East) Ltd., Ugland House, South Church Street, Grand Cayman, Cayman Islands, B.W.I. (“TMFE”) and Micronas GmbH, Hans-Bunte-Strasse 19, 79108 Freiburg i.Br., Germany (“Micronas”). For purposes of this Agreement, “TMFE” and “Micronas” will be deemed to include its wholly-owned subsidiaries.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 15th, 2010 • Trident Microsystems Inc • Semiconductors & related devices • New York
This Transition Services Agreement (this “Agreement”) is made and entered into as of the Effective Date by and between Trident Microsystems (Far East) Ltd., a Cayman Islands company (“Trident Cayman”), and NXP B.V., a Dutch besloten vennootschap (“NXP”). Trident Cayman and NXP are each referred to individually as “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • February 8th, 2010 • Trident Microsystems Inc • Semiconductors & related devices • New York
This Second Amendment to Amended and Restated Rights Agreement, effective as of December 11, 2009 (this “Amendment”), is entered into by and between Trident Microsystems, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”).
ContractCross License Agreement • May 15th, 2009 • Trident Microsystems Inc • Semiconductors & related devices
*** Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [****]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
FIRST AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • May 15th, 2009 • Trident Microsystems Inc • Semiconductors & related devices • New York
This Amendment to Amended and Restated Rights Agreement, effective as of May 14, 2009 (this “Amendment”), is entered into by and between Trident Microsystems, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”).
