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Exhibit 10.10
"[ ]" indicates that the confidential
portion has been omitted and filed
separately with the Commission
Confidential Treatment Requested
AMENDMENT TO OPTION AGREEMENT
This Amendment to Option Agreement is made and entered into as of July
1, 1997 (the "Effective Date") by and between Chips and Technologies, Inc., a
company organized under the laws of California, USA, with its registered address
at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Customer"), and Taiwan
Semiconductor Manufacturing Co., Ltd., a company organized under the laws of the
Republic of China, with its registered address at ▇▇. ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇,
▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇-▇▇▇, Taiwan, ROC ("TSMC"), for amending the
Option Agreement made by Customer and TSMC dated November 6, 1995.
In consideration of mutual covenants and conditions, both parties agree
to amend the Option Agreement as follows:
1. Defined terms used herein but not defined herein shall have the meaning set
forth in the Option Agreement.
2. The quantity or amount of the Base Capacity, Option Capacity, Total Option
Capacity, TSMC Committed Capacity, Customer Committed Capacity and Deposit
required as provided in the Option Agreement shall be changed as the amended
EXHIBIT B attached hereto.
3. For the years of 1999 and 2000, Customer agrees to purchase from TSMC a [ ]
capacity at the quantity as specified in the amended EXHIBIT B (the "[ ]"). In
the event that Customer fails to purchase the [ ] of any calendar [ ], Customer
shall be subjected to a payment based on the shortfall in numbers of wafers
between the [ ] and the actual purchased capacity multiplied by [ ] (the "[ ]").
Customer shall make the [ ] to TSMC within thirty (30) days after the date of
TSMC's invoice. Any payment made under this Amendment shall be in U.S. dollars.
4. If in any calendar year, for any reason, Customer is not able to use or
purchase all or any portion of the Customer Committed Capacity of any year
during the term of the Option Agreement, Customer may defer such unused capacity
to the subsequent year, and the Option Agreement will be extended accordingly,
provided that Customer has purchased [ ] percent ([ ]%) of its total wafer
requirements of that year from TSMC.
5. Customer shall keep full, clear, and accurate records with respect to the
Customer's total wafer requirements of each year during the term of the Option
Agreement. TSMC shall have the right, at a frequency of not more than once each
year, through the employment of a certified public accountant to be mutually
agreed upon between the parties, to examine and audit all relevant records at
reasonable times and at TSMC's expenses. Prompt adjustment shall be made by
Customer to compensate for any errors or omissions disclosed by such examination
or audit.
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6. Both parties agree to make a good faith effort to reach the target of [ ]
percent ([ ]%) of Customer's total wafer requirement of each year to be supplied
by TSMC.
7. Owing to the fact that the total Option Capacity of the Option Agreement will
be amended from [ ] units to [ ] units, and the total Deposit required will be
decreased from [ ] to [ ], upon the execution of this Amendment to Option
Agreement, TSMC shall return to Customer the promissory note (3) in the amount
of [ ] due on November 1, 1996 which was made to TSMC pursuant to the Option
Agreement and said promissory note shall be null and void, as will the
underlying obligation to make such payment under the Option Agreement.
8. Customer agrees that no disclosure of the Option Agreement, this Amendment to
Option Agreement, or any matters relating hereto may be made without first
providing the proposed disclosure to TSMC two weeks in advance for consent and
reasonable changes.
9. Both parties agree that this Amendment to Option Agreement is a part of the
Option Agreement. If there is any inconsistencies between the Option Agreement
and this Amendment to Option Agreement, the terms of the amendment to Option
Agreement will prevail.
Chips and Technologies, Inc. Taiwan Semiconductor Manufacturing Co.,
Ltd.
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▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
President Chairman
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EXHIBIT B - AMENDED
CHIPS & TECHNOLOGY/TSMC
COMMITTED CAPACITY
[ ]
