Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the "Agreement") is made as of May 9, 2005 (the "Effective Date"), between Staktek Holdings, Inc., a Delaware corporation (the "Company"), and Wayne Lieberman...Executive Employment Agreement • May 11th, 2005 • Staktek Holdings Inc • Semiconductors & related devices • Texas
AGREEMENT ---------Executive Employment Agreement • May 11th, 2005 • Staktek Holdings Inc • Semiconductors & related devices
SHARES STAKTEK HOLDINGS, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • January 20th, 2004 • Staktek Holdings Inc • Semiconductors & related devices • New York
Staktek Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) shares of its common stock, par value $0.001 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional shares of its common stock, par value $0.001 per share (the “Additional Shares”), if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.”
SECURITY AGREEMENTSecurity Agreement • November 26th, 2003 • Staktek Holdings Inc • Michigan
THIS SECURITY AGREEMENT (the “Agreement”) dated as of August 19, 2003, is entered into by and among the Borrowers (as defined below), and such other entities which from time to time become parties hereto (collectively, including the Borrowers, the “Debtors” and individually each a “Debtor”) and Comerica Bank, a Michigan banking corporation (“Comerica”), as Agent for and on behalf of the Banks (as defined below) (in such capacity, the “Agent”). The addresses for the Debtors and the Agent are set forth on the signature pages attached hereto.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 26th, 2003 • Staktek Holdings Inc • Texas
This Executive Employment Agreement (the “Agreement”) is made as of August 20, 2003, by and between Staktek Corporation, a Texas corporation (the “Company”), and David G. Boone (“Executive”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 10th, 2009 • Entorian Technologies Inc • Semiconductors & related devices • Texas
This Amended and Restated Executive Employment Agreement (the “Agreement”) is made as of February 6, 2009 (the “Effective Date”), and amends and restates in its entirety the Executive Employment Agreement dated November 17, 2003 (the “Original Date”) between Staktek Corporation (and later assigned to Staktek Holdings, Inc., which subsequently changed its name to Entorian Technologies Inc.) (the “Company”), and W. Kirk Patterson (“Executive”), as subsequently amended.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 13th, 2008 • Entorian Technologies Inc • Semiconductors & related devices • Texas
This Executive Employment Agreement (the “Agreement”) is made as of November 6, 2008 (the “Effective Date”), , and is between Entorian Technologies Inc., a Delaware corporation (the “Company”), and Stephane Godevais (“Executive”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 15th, 2007 • Staktek Holdings Inc • Semiconductors & related devices • Texas
This Amended and Restated Executive Employment Agreement (the “Agreement”) is made as of May 11, 2007 (the “Effective Date”), and amends and restates in its entirety the Executive Employment Agreement dated December 18, 2003 (the “Original Date”) and amended on October 20, 2005 between Staktek Corporation (and later assigned to Staktek Holdings, Inc.) (the “Company”), and Stephanie Lucie (“Executive”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 26th, 2005 • Staktek Holdings Inc • Semiconductors & related devices • Texas
This Amended and Restated Executive Employment Agreement (the "Agreement") is made as of October 20, 2005 (the "Effective Date"), and amends and restates in its entirety the Executive Employment Agreement dated December 18, 2003 (the "Original Date") between Staktek Corporation (and later assigned to Staktek Holdings, Inc.) (the "Company"), and Stephanie Lucie ("Executive").
PATENT BROKER AGREEMENTPatent Broker Agreement • November 13th, 2009 • Entorian Technologies Inc • Semiconductors & related devices • California
This Patent Broker Agreement (this “Agreement”) is made and entered into as of October 30, 2009 (“Effective Date”) by and between IPotential, LLC, with a business office at 1400 Fashion Island Blvd., Suite 601, San Mateo, CA 94404 (hereafter “IPotential”), and Entorian Technologies, Inc. with an address at 4030 W. Braker Lane, Building 2-100, Austin, TX 78759 (hereafter “Patent Owner”). Patent Owner desires to sell or otherwise dispose of a number of patents and patent applications as listed in Attachment A (the “Patents”), and wishes to engage IPotential to arrange for such disposition according to the terms of this Agreement.
ContractIndustrial Building Lease Agreement • August 14th, 2009 • Entorian Technologies Inc • Semiconductors & related devices • Tamaulipas
THIS INDUSTRIAL BUILDING LEASE AGREEMENT (the “Lease”) is made and entered into as of July 31, 2009 by and between Entorian Technologies Mexico, S. de R.L. de C.V. (hereinafter referred to as “Landlord”) represented by Stephanie Lucie, its attorney-in-fact, and Invensys Electronica Reynosa, S. de R.L. de C.V. (hereinafter referred to as “Tenant”), represented by its attorney-in-fact Pablo Manuel López Pérez, in accordance with the following:
TERM LOAN NOTETerm Loan Note • November 26th, 2003 • Staktek Holdings Inc • Texas
FOR VALUE RECEIVED, SC Merger Sub, Inc., a Texas corporation (“Company”), Research Applications, Inc. (“RAI”) and Staktek Holdings, Inc. (“Holdings” and together with the Company and RAI, the “Borrowers”) jointly and severally promise to pay to the order of Comerica Bank (“Bank”), in care of Agent, at Detroit, Michigan, the principal sum of Fifteen Million Dollars ($15,000,000) in lawful money of the United States of America payable in quarterly principal installments each in the amount and on the dates set forth in the Credit Agreement (as defined below) until the Term Loan Maturity Date, when the entire unpaid balance of principal and interest thereon shall be due and payable. Interest shall be payable at the rate (including the default rate) and on the dates provided in the Revolving Credit and Term Loan Agreement dated as of August 19, 2003 by and among the Borrowers, the Banks signatories thereto, Comerica Bank, as Administrative Agent, Documentation Agent, Structuring Agent and L
GUARANTY AGREEMENTGuaranty Agreement • May 11th, 2005 • Staktek Holdings Inc • Semiconductors & related devices • Texas
This Guaranty Agreement is entered into as of March 10, 2005, by Staktek Group L.P., a Texas limited partnership (hereinafter referred to as the “Guarantor”) in favor of Guaranty Bank (hereinafter referred to as the “Lender”).
REVOLVING CREDIT NOTERevolving Credit Note • November 26th, 2003 • Staktek Holdings Inc
On or before the Revolving Credit Maturity Date, FOR VALUE RECEIVED, SC Merger Sub, Inc., a Texas corporation known following the Merger as Staktek Corporation (the “Company”), Research Applications, Inc. (“RAI”) and Staktek Holdings, Inc., a Delaware corporation (“Holdings” and together with the Company and RAI, the “Borrowers”) jointly and severally promise to pay to the order of Guaranty Bank (“Bank”) at Detroit, Michigan, care of the Agent (for the account of Bank’s Eurocurrency Lending Office with respect to any Eurocurrency-based Advances hereunder and for the account of the Bank with respect to any Prime-based Advances hereunder) in lawful money of the United States of America so much of the sum of Six Million Dollars ($6,000,000), as may from time to time have been advanced by Bank to the Borrower and then be outstanding hereunder pursuant to that certain Revolving Credit and Term Loan Agreement dated as of August 19, 2003 by and among the Borrowers, the Banks signatories there
STAKTEK HOLDINGS, INC. SC MERGER SUB, INC. RESEARCH APPLICATIONS, INC. REVOLVING CREDIT AND TERM LOAN AGREEMENT DATED AS OF AUGUST 19, 2003 COMERICA BANK AS ADMINISTRATIVE AGENT, DOCUMENTATION AGENT, STRUCTURING AGENT AND LEAD ARRANGERRevolving Credit and Term Loan Agreement • November 26th, 2003 • Staktek Holdings Inc
This Revolving Credit and Term Loan Agreement (“Agreement”) is made as of the 19th day of August, 2003, by and among the financial institutions from time to time signatory hereto (individually a “Bank,” and any and all such financial institutions collectively the “Banks”), Comerica Bank, as Administrative Agent for the Banks (in such capacity, the “Agent”), Documentation Agent, Structuring Agent and Lead Arranger, SC Merger Sub, Inc., a Texas corporation to be named Staktek Corporation, upon the Merger described below (the “Company”), Research Applications, Inc., a Texas corporation (“RAI”) and Staktek Holdings, Inc., a Delaware corporation (“Holdings”, and together with the Company and RAI, the “Borrowers” and each a “Borrower”).
ESCROW AGREEMENTEscrow Agreement • September 5th, 2007 • Staktek Holdings Inc • Semiconductors & related devices • Delaware
This Escrow Agreement (this “Escrow Agreement”), dated as of August 31, 2007, is made and entered into by and among Staktek Holdings, Inc., a Delaware corporation (“Acquiror”), Wells Fargo Bank, N.A. (“Escrow Agent”), as escrow agent, and John R. Meehan, as the Shareholder Representative (the “Shareholder Representative”). Capitalized terms used herein but not otherwise defined in this Escrow Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below). Acquiror and the Shareholder Representative are collectively referred to herein as the “Parties”.
STAKTEK HOLDINGS, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 26th, 2003 • Staktek Holdings Inc • Texas
This Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into as of November 24, 2003 by and among Staktek Holdings, Inc., a Delaware corporation (the “Company”) and each of those holders of the Common Stock, par value $0.001 per share (the “Common Stock”), identified on the Schedule of Holders attached hereto (individually, a “Holder,” collectively, the “Holders”). This Agreement amends, supercedes and replaces that certain Registration Rights Agreement by and among the Company and each of the signatories thereto, dated as of August 19, 2003 (the “Prior Agreement”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 26th, 2003 • Staktek Holdings Inc • Texas
This Executive Employment Agreement (the “Agreement”) is made as of November 17, 2003 (the “Effective Date”), between Staktek Corporation, a Texas corporation (the “Company”), and W. Kirk Patterson (“Executive”).
SETTLEMENT AND MUTUAL RELEASESettlement and Mutual Release • November 13th, 2008 • Entorian Technologies Inc • Semiconductors & related devices • California
This Settlement and Mutual Release (the “Agreement”) is entered into by and among John R. Meehan and Joseph C. Meehan (collectively, the “Meehans”), Entorian Technologies L.P., previously referred to as Staktek Group L.P. (“Entorian L.P.”) and Entorian Technologies Inc. , previously referred to as Staktek Holdings, Inc. (“Entorian Inc.” and together with Entorian L.P., “Entorian”) effective on the eighth (8th) day following the date the Meehans sign and return this Agreement (the “Effective Date”). Each party is referred to as a “Party” and collectively, all parties are referred to as the “Parties.”
AGREEMENT AND PLAN OF MERGER BY AND AMONG STAKTEK HOLDINGS, INC., SC MERGER SUB, INC., AND STAKTEK CORPORATION Dated as of July 7, 2003Agreement and Plan of Merger • November 26th, 2003 • Staktek Holdings Inc • Texas
The Transaction Expenses with respect to any item identified above shall be increased to the extent the actual fees and expenses with respect to any item identified above (other than those of Gray Cary Ware & Freidenrich LLP , the insurance premium, and Comerica Bank and other Participant Banks) exceed the respective amount set forth above.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 26th, 2005 • Staktek Holdings Inc • Semiconductors & related devices • Texas
This Amended and Restated Executive Employment Agreement (the "Agreement") is made as of October 20, 2005 (the "Effective Date"), and amends and restates in its entirety the Executive Employment Agreement dated May 9, 2005 (the "Original Date"), between Staktek Holdings, Inc., a Delaware corporation (the "Company"), and Wayne R. Lieberman ("Executive").
AMENDMENT NO. 3 TO LOAN AGREEMENTLoan Agreement • August 14th, 2007 • Staktek Holdings Inc • Semiconductors & related devices
This Amendment No. 3 to Loan Agreement (the “Amendment No. 3”) is made and entered into effective as of July 25, 2007, and amends that certain Loan Agreement (as amended, modified, restated or replaced, from time to time, the “Loan Agreement”) dated March 10, 2005, by and between Staktek Holdings, Inc., a Delaware corporation (“Borrower”), and Guaranty Bank (“Bank”).
INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASEEntorian Technologies Inc • March 14th, 2008 • Semiconductors & related devices
LOAN AGREEMENT March 10, 2005Loan Agreement • May 11th, 2005 • Staktek Holdings Inc • Semiconductors & related devices • Texas
This Loan Agreement (the “Loan Agreement”) will serve to set forth the terms of the financing transactions by and between Staktek Holdings, Inc., a Delaware corporation (“Borrower”), and Guaranty Bank (“Bank”). Terms used herein and not otherwise defined are used with the meanings given such terms in Exhibit A attached.
ContractStaktek Holdings Inc • November 26th, 2003 • Texas
This Note has been subordinated to the terms of that certain Revolving Credit and Term Loan Agreement dated as of August 19, 2003, by and among Staktek Holdings, Inc., SC Merger Sub, Inc., Research Applications, Inc., Comerica Bank as Agent (“Agent”) and the other financial institutions party thereto from time to time (the “Banks”), as the same may be amended, restated or otherwise modified from time to time after the date hereof pursuant to the terms of that certain Subordination Agreement dated as of August 19, 2003, by and among Agent, the Banks, Austin Ventures VII, L.P. and Austin Ventures VIII, L.P., as the same may be amended, restated or otherwise modified from time to time after the date hereof.
ContractSecurity Agreement • November 26th, 2003 • Staktek Holdings Inc • Texas
This Agreement has been subordinated to the terms of that certain Revolving Credit and Term Loan Agreement dated as of August 19, 2003, by and among Staktek Holdings, Inc., SC Merger Sub, Inc., Research Applications, Inc., Comerica Bank as Agent (“Agent”) and the other financial institutions party thereto from time to time (the “Banks”), as the same may be amended, restated or otherwise modified from time to time after the date hereof pursuant to the terms of that certain Subordination Agreement dated as of August 19, 2003, by and among Agent, the Banks, Austin Ventures VII, L.P. and Austin Ventures VIII, L.P., as the same may be amended, restated or otherwise modified from time to time after the date hereof.
CONFIDENTIAL TREATMENT REQUESTED – EDITED COPYVoting Trust Agreement • January 20th, 2004 • Staktek Holdings Inc • Semiconductors & related devices • Texas
THIS ESCROW AND TENDER AGENT AGREEMENT (as the same may be amended or modified from time to time, this “Agreement”) is made and entered into as of June 9, 2000 among Staktek Corporation, a Texas Corporation (“Staktek”), Samsung Electronics Co., Ltd., a Korean corporation, (“Samsung”), and CHASE BANK OF TEXAS, N.A., a national banking association with its principal offices in Houston, Harris County, Texas, as escrow and tender agent (the “Agent”).
STAKTEK HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 26th, 2003 • Staktek Holdings Inc • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of [Insert Date], 2003 (the “Effective Date”), is made by and between Staktek Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned indemnitee (the “Indemnitee”).
ContractSubsidiary Security Agreement • November 26th, 2003 • Staktek Holdings Inc • Texas
This Agreement has been subordinated to the terms of that certain Revolving Credit and Term Loan Agreement dated as of August 19, 2003, by and among Staktek Holdings, Inc., SC Merger Sub, Inc., Research Applications, Inc., Comerica Bank as Agent (“Agent”) and the other financial institutions party thereto from time to time (the “Banks”), as the same may be amended, restated or otherwise modified from time to time after the date hereof pursuant to the terms of that certain Subordination Agreement dated as of August 19, 2003, by and among Agent, the Banks, Austin Ventures VII, L.P. and Austin Ventures VIII, L.P., as the same may be amended, restated or otherwise modified from time to time after the date hereof.
AGREEMENT AND PLAN OF MERGER BY AND AMONG STAKTEK HOLDINGS, INC., SC MERGER SUB, INC., RESEARCH APPLICATIONS, INC. AND C.A. RUNDELL, JR. (AS SHAREHOLDER REPRESENTATIVE) Dated as of July 7, 2003Agreement and Plan of Merger • January 6th, 2004 • Staktek Holdings Inc • Semiconductors & related devices • Texas
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 7, 2003 by and among Staktek Holdings, Inc., a Delaware corporation (“Holdings”), SC Merger Sub, Inc., a Texas corporation and wholly-owned subsidiary of Holdings (“Sub”), and Research Applications, Inc., a Texas corporation (the “Company”) and C.A. Rundell, Jr., as shareholder representative (the “Shareholder Representative”).
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 6th, 2004 • Staktek Holdings Inc • Semiconductors & related devices
This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) is entered into as of November 19, 2003 by and between Staktek Corporation, a Texas corporation (the “Company”) and David G. Boone (“Executive;” collectively, the “Parties”). Capitalized terms not defined herein shall have the meaning ascribed to such terms in that certain Executive Employment Agreement, dated August 20, 2003, between the Company and the Executive (the “Agreement”). Each reference to a section number shall, unless otherwise expressly provided herein, refer to such enumerated section of the Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 6th, 2004 • Staktek Holdings Inc • Semiconductors & related devices • Texas
This Executive Employment Agreement (the “Agreement”) is made as of December 18, 2003 (the “Effective Date”), between Staktek Corporation, a Texas corporation (the “Company”), and Stephanie Lucie (“Executive”).
ContractStaktek Holdings Inc • November 26th, 2003 • Texas
This Guaranty has been subordinated to the terms of that certain Revolving Credit and Term Loan Agreement dated as of August 19, 2003, by and among Staktek Holdings, Inc., SC Merger Sub, Inc., Research Applications, Inc., Comerica Bank as Agent (“Agent”) and the other financial institutions party thereto from time to time (the “Banks”), as the same may be amended, restated or otherwise modified from time to time after the date hereof pursuant to the terms of that certain Subordination Agreement dated as of August 19, 2003, by and among Agent, the Banks, Austin Ventures VII, L.P. and Austin Ventures VIII, L.P., as the same may be amended, restated or otherwise modified from time to time after the date hereof.
LICENSE AGREEMENTLicense Agreement • November 7th, 2005 • Staktek Holdings Inc • Semiconductors & related devices • California
This License Agreement (“Agreement”) is between Staktek Group, L.P., including its affiliates (“Staktek”), and Samsung Electronics Co., Ltd., including its affiliates (together with Staktek, the “Parties”). This Agreement is effective as of July 18, 2005 (“Effective Date”).
ESCROW AGREEMENTEscrow Agreement • July 16th, 2008 • Entorian Technologies Inc • Semiconductors & related devices • Texas
This Escrow Agreement (this “Escrow Agreement”), dated as of July 14, 2008, is made and entered into by and among Entorian Technologies Inc., a Delaware corporation (“Acquiror”), Wells Fargo Bank, N.A. (“Escrow Agent”), as escrow agent, and Centennial Ventures VII, L.P., a Delaware limited partnership, as the Stockholder Representative (the “Stockholder Representative”). Acquiror, Augmentix Corporation, a Delaware corporation (“Target”), August Merger Sub Corporation, a Delaware corporation and wholly owned subsidiary of Acquiror (the “Merger Sub”), and the Stockholder Representative have entered into an Agreement and Plan of Merger dated as of July 11, 2008 (the “Merger Agreement”). Capitalized terms used herein but not otherwise defined in this Escrow Agreement shall have the meanings ascribed to such terms in the Merger Agreement. Acquiror and the Stockholder Representative are collectively referred to herein as the “Parties”.
