Amendment to Option Agreement
This Amendment, made to Option Agreement between Sierra Semiconductor
Corporation and PMC-Sierra, Inc., and Taiwan Semiconductor Manufacturing Co.,
Ltd., dated November 6, 1996 (the "Option Agreement"), is effective as of July
21, 1997 (the "Effective Date") by and between Sierra Semiconductor Corporation
("Sierra"), a company organized under the laws of California, with its
registered address at 0000 Xxxx Xxxxx, Xxx Xxxx, XX 00000 and PMC-Sierra, Inc.
("PMC-Sierra"), a company organized under the laws of California, with its
registered address at 000-0000 Xxxxxx Xxxxx, Xxxxxxx, X.X., Xxxxxx X0X 0X0
(collectively referred to as "Customers"), and Taiwan Semiconductor
Manufacturing Co., Ltd., a company organized under the laws of the R.O.C, with
its registered address at Xx. 000, Xxxx Xxx. 0, Xxxxxxx-Xxxxx Xxxxxxxxxx Xxxx,
Xxxxxxx, Taiwan, R.O.C ("TSMC").
In consideration of mutual covenants and conditions, both parties agree
to amend the Option Agreement as follows:
I. Defined terms used herein but not defined herein shall have the meaning
set forth in the Option Agreement.
II. Amend Sections 2(f) and 7(a) as follows:
2(f) "Wafer" used in this Agreement shall mean 6" physical wafer
without reference to technology and geometry. The conversion rate from
6" wafer to 8" wafer shall be 1.78.
7(a) The term of this Agreement shall commence from the Effective Date,
and expire upon the total consumption of the Option Fee.
III. Delete Section 6.
IV. Add a New Section as Section 18
"Customers shall use their best efforts to increase their annual orders
to TSMC by commitment to have 1997 and 1998 new tape outs made by TSMC
until *[REDACTED] of the Customers' total annual wafer requirement from
outside source is made by TSMC. Customers shall achieve the forgoing
goal no later than *[REDACTED].
Customers shall notify TSMC of Customers' annual total wafer
requirements from outside sources for the subsequent year every
November, and shall notify TSMC of any changes therefrom during the
applicable year. TSMC has the right to conduct audits on Customers'
annual total wafer requirement with a thirty (30) days written notice
to Customers."
* The confidential portion has been so omitted and filed separately with the
Commission
V. Amend "Wafer Equivalent" in this Agreement to "Wafer".
VI. Delete Original Exhibit A.
Taiwan Semiconductor Sierra Semiconductor Corporation
Manufacturing Co., Ltd.
BY: /s/ Xxxxxx Xxxxx BY: /s/ Xxxxx X. Xxxxxx
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Xxxxxx Xxxxx Xxxxx X. Xxxxxx
Chairman CEO
PMC-Sierra, Inc.
BY: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
CEO
