EXHIBIT 10.26
MITSUBISHI SILICON AMERICA
SILICON WAFER PURCHASE AGREEMENT
This Purchase Agreement ("Agreement") is made as of January 1, 1997, between
Mitsubishi Silicon America Corporation ("Seller"), a California Corporation, and
Xxxxxx Corporation, a Delaware Corporation ("Buyer").
I. Scope/Duration
A. The purpose of this Agreement is to continue and enhance the mutually
beneficial relationship for Seller to sell, and Buyer to purchase, silicon
wafers in accordance with the terms and conditions hereinafter specified. Both
Parties will make every effort to mutually define and concentrate resources to
manage costs, exchange information and strive toward the highest level of
Buyer/Seller cooperation.
B. This Agreement covers the Findlay, Ohio; Mountaintop, Pennsylvania; and
Palm Bay, Florida, Xxxxxx locations. This coverage may be expand to include
other Xxxxxx facilities at Buyer's request, upon Seller's acceptance of same.
C. This Agreement will govern the terms and conditions for such sale,
purchase, and shipment of silicon wafers during the period of January 1, 1997,
through December 31, 2001.
D. This Agreement constitutes the entire agreement between the parties and
supersedes any and all agreements and understandings between them relating to
the subject matter herein.
E. In addition, both Buyer and Seller agree to meet at least six (6)
months prior to the expiration of this Agreement to determine if a new agreement
is desirable.
II. Volume Commitment
A. Seller intends to provide, and Buyer intends to purchase, wafers in all
diameters per the Purchase Plan shown on Attachment A, made part of this
Agreement.
B. Each year a forecast will be added by August 31. The prior Forecast
will be reviewed by both parties and changed into a firm Purchase Plan by
October 1 of the year prior to commencement.
C. Forecasts and Purchase Plans represent a percentage of Buyer's
anticipated business share by location as follows:
C1. Findlay and Palm Bay: Forecasts and Purchase Plans, as shown on Attachment
A, represent a minimum of 33% of Buyer's anticipated business share, for
parts shown on Schedule 1.
Wafer Purchase Agreement
C2. Mountaintop: Forecast and Purchase Plans, as shown on Attachment A,
represent a minimum of 50% of Buyer's anticipated business share of 100,
125, 150, and 200 mm prime polished wafers; a minimum of 65% of Buyer's
anticipated business share for 200 mm merchant epitaxial wafers in 1997
-1999; and a minimum of 50% in 2000 and 2001, for parts shown on Schedule
1.
D. Seller's quantity commitments are made subject to adequate purchase
order and forecast coverage defined by Section V, Paragraph A.
E. Any quantity commitments are made subject to adequate purchase order
and forecast coverage defined by Section V, Paragraph A.
F. Seller intends to provide Buyer's various wafer diameter requirements
for the entire contract duration. Although both parties will meet annually to
set volumes by diameter and part number, both parties agree the total volumes
for all but 200 mm will be approximately equal to those agreed to for 1997.
Increases or decreases from this benchmark year must be agreed to by mutual
consent. Seller will make a reasonable effort to accommodate any agreed to
changes.
G. Seller assumes Buyer will continue to purchase 200 mm merchant
epitaxial wafers in the same ratio to 200 mm polished wafers as specified for
the benchmark year in this Agreement. Should buyer decide to reduce or totally
eliminate merchant epitaxial purchases, Seller will have the option to negotiate
new percentages/volumes for the other wafer diameters. Should Buyer and Seller
not agree on new percentage/volumes for other wafer diameters, either party may
terminate the Agreement giving ninety days notice.
III. Parts and Product Pricing
A. Parts included on this Agreement are shown on Schedule 1, made part of
this Agreement. Parts may be added or deleted from Schedule 1 at any time by
mutual agreement.
B. Prices for wafers shipped between January 1, 1997, and December 31,
1997, are firm as shown on Schedule 1.
C. Prices for wafers shipped each subsequent calendar year, are subject to
mutual agreement by August 31 of the year prior to commencement.
D. Buyer agrees to allow Seller the opportunity to quote on and qualify
all new parts developed at each Buyer location. Part qualification is dependent
on acceptable/competitive pricing.
E. In the event that unforeseen conditions in the market cause an
unusually large increase in the price of Seller's raw material(s), Seller
reserves the right to pass along a price increase that is warranted by a
substantiated and documented increase in the cost of Seller's raw materials.
Ninety (90) day written notice of such price increase shall be given to Buyer
from
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Wafer Purchase Agreement
Seller. Buyer can choose to decline this price increase; Seller then has the
option to terminate this Agreement sixty (60) days after written notice was
provided.
IV. Quality/Specifications
A. Seller shall advise Buyer of any major changes in processes, raw
materials, specifications and/or manufacturing locations. Buyer's approval of
same must be received by Seller prior to shipping wafers incorporating such
changes to the Buyers.
B. Changes to the existing wafer specifications and/or the addition of new
parts must be mutually agreed to in writing and Seller has the option to requote
prices and/or delivery terms accordingly for each part affected. If Buyer and
Seller cannot agree on such requoted terms, such wafer(s), may be removed from
this Agreement.
C. Buyer has the option to advise Seller when any part(s) is/are yielding
significantly lower than average. Seller has 60 days to initiate an action plan
to correct the identified deficiency(ies). If, after a reasonable time, the
action plan proves not to meet the mutually agreed upon goals, Buyer may reduce
Seller's share of the part(s) in question. This reduction may also affect
Buyer's total commitment to Seller.
V. Schedules /Inventory
A. Buyer will maintain a minimum of twelve (12) week purchase order
releases plus twelve (12) week forecast on a rolling basis. Seller shall
manufacture only to the specific firm releases as defined by the Buyers monthly
release schedule.
B. All schedules are firm for the six (6) week time period immediately
preceding the scheduled shipping date, unless otherwise agreed to by Seller.
C. Releases scheduled for shipment outside the six (6) week time period,
but within the WIP liability of eight (8) weeks, may be rescheduled for shipment
by Buyer within sixty (60) days of the original ship date.
D. Shipments outside the eight (8) week time period may be delayed,
reduced, or canceled by Buyer without liability, as required.
E. Seller agrees to make a reasonable effort to accommodate a request by
the Buyer to advance or move up or reduce a schedule and to respond promptly to
these requests.
F. Each Buyer location has a separate support plan shown on Attachment A.
At Buyer's request. Seller will make a reasonable effort to shift support
between dopants, parts, and diameters, as well as redistribute the total support
plan quantity amongst Buyer's locations.
G. Should a specific order within this Agreement or the entire Agreement
be terminated for any reason, Buyer's liability will be limited to eight (8)
weeks for scheduled
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Wafer Purchase Agreement
work-in-process material. This material shall be delivered to and accepted by
the Buyer within ninety (90) days of such termination. Seller, in turn, agrees
to make a reasonable effort to minimize Buyer's liability in this regard by
seeking to identify other customers for the product in question no longer needed
by the Buyer.
VI. Other Terms
A. Term of payment in Net 30 days from invoice date. All Sales are made
FOB Salem, Oregon.
B. In the event there is a conflict between Seller's Terms and Conditions
as they appear on Seller's quotes or order acknowledgments, and Buyer's Terms
and Conditions as they appear on Buyer's purchase orders or acceptance
documents, or between any of the previously mentioned documents and this
Agreement, then the Terms and Conditions of this Agreement shall prevail.
C. Neither Buyer nor Seller shall be responsible for any failure to
perform arising from causes beyond its control. These causes shall include, but
not restricted to accident, war, rebellion, labor disputes, labor shortages,
transportation embargoes, or failure or delays in transportation, inability to
secure raw materials or machinery for the manufacture of its devices, act of
God, acts of the Federal Government or any agency thereof, acts of any state or
local government agency thereof, and judicial action.
D. Failure of either party to insist, in any instance, upon strict
performance by the other party of any of the provisions of this Agreement shall
not be construed or deemed to be a permanent waiver of such or any other
provision herein.
E. Based on continued non-performance which has been brought, in writing,
to the attention of the non-performing party by the other party in this
Agreement, this Agreement may be canceled by either party with ninety (90) days
written notice. This cancellation does not excuse the Buyer from work-in-process
inventory liability for product conforming to Buyer's specifications as
described in Section V, Paragraph G of this Agreement.
F. All changes and/or amendments to this Agreement must be made in writing
and agreed to in writing by both parties.
G. For the duration of the contract period, both parties will refrain from
knowingly disclosing proprietary information received from the other party for a
period of five years from receipt to third parties in the normal course of
business relationship. This obligation survives the expiration of the contract.
H. All notices, demands, and other communications required or permitted
herein shall be made in writing and shall be deemed to have been given if
delivered by hand or mailed, postage prepaid, certified or registered, return
receipt requested, and addressed to Seller at:
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Wafer Purchase Agreement
Mitsubishi Silicon American Corporation
0000 Xxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx, Xxxxxxxxxx 00000
Attn: Xxxx Xxxxxxxxxx
Executive Vice President
and to Buyer at:
Xxxxxx Corporation
Semiconductor Group
Building 00
Xxxx Xxx Xxxx
Xxxx Xxx, Xxxxxxx 00000
Attn: Xxxx Xxxxxxx
Mitsubishi Silicon America Corporation Xxxxxx Corporation
-------------------------------------- ------------------
(Seller) (Buyer)
By: /s/ Xxxx Xxxxxxxxxx By: /s/ Xxxx X. Xxxxxxx
---------------------------------- ----------------------------------
Name: Xxxx Xxxxxxxxxx Name: Xxxx X. Xxxxxxx
-------------------------------- --------------------------------
Title: EVP Marketing & Sales Title: SR. MGR. MATERIALS
------------------------------- -------------------------------
Date: 4/8/97 Date: 4-3-97
-------------------------------- --------------------------------
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Wafer Purchase Agreement
Attachment A
1997 Purchase Plan/1998 Forecast - Findlay, Ohio
Q1 1997 Q2 1997 Q3 1997 Q4 1997 Total 1997 Total 1998
Prime Polished Wafers:
I. 100 mm
A. Phosphorus doped 24k 24k 24k 24k 96k 96k
B. Other dopants 9k 9k 9k 9k 36k 36k
II. 125 mm
A. Phosphorus doped 3.78k 3.78k 3.78k 3.75k 15k 15k
B. Other dopants 3k 3k 5k 7k 18k 42k
Notes:
(1) This support plan represents a minimum of 33% of Buyer's anticipated
business share.
(2) The maximum quantity per quarter for phosphorus doped 100 mm prime
polished wafers is 24k. Buyer may convert dopant from phosphorus to boron,
with Seller's consent. The maximum quantity per quarter for the converted
phosphorus doped primed polished wafers is 36k per quarter or 132k per
year.
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Wafer Purchase Agreement
Attachment A
1997 Purchase Plan/1998 Forecast - Findlay, Ohio
Individual Part Number Notes for 1997:
P/N WT 3073 and WT 3167 combined maximum quantity 8k/month, 96k/year.
P/N WX 3010 maximum 1250/month and maximum 15k/year.
P/N WT 0261 maximum 750/month and 9k/year.
Volumes for P/N WT 3167 represents 45% of the combined total of WT 3073 and WT
3167.
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Wafer Purchase Agreement
Attachment A
1997 Purchase Plan/1998 Forecast - Mountaintop, Pennsylvania
Q1 1997 Q2 1997 Q3 1997 Q4 1997 Total 1997 Total 1998
Prime Polished Wafers:
I. 100 mm 21k 21k 21k 21k 84k 84k
II. 125 mm 25k 25k 25k 25k 100k 100k
III. 150 mm 25k 25k 25k 25k 100k 100k
IV. 200 mm 7.5k 3.75k 3.75k 4.5k 19.5k 18.5k
Epitaxial Wafers:
V. 200 mm 7.5k (3) 4.87k 4.87k 9k 26.24k 36.65k
Notes:
(1) Items I, II, III, and IV of this support plan represent a minimum of 50%
of Buyer's anticipated business share for 100 mm, 125 mm, 150 mm, and 200
mm prime polished wafers.
(2) Item V of this support plan represents a minimum of 65% of Buyer's
anticipated business share for 200 mm epitaxial wafers.
(3) This quantity represents 100% of Buyer's anticipated business share for
Q1.
(4) The minimum order quantity for 200 mm wafers is 100 wafers.
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Wafer Purchase Agreement
Attachment A
1997 Purchase Plan/1998 Forecast - Mountaintop, Pennsylvania
Specific terms and conditions for 200 mm material:
A. The supply of antomony-doped substrate and epi wafers is contingent upon
the successful development of such material by MSA.
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Wafer Purchase Agreement
Attachment A
1997 Purchase Plan/1998 Forecast - Palm Bay, Florida
Q1 1997 Q2 1997 Q3 1997 Q4 1997 Total 1997 Total 1998
Prime Polished Wafers:
100 mm 12k 12k 12k 12k 48k 48k
125 mm 5k 6k 6.5k 6.5k 24k 24k
150 mm 6k 8k 15k 15k 44k 60k
Notes:
(1) This support plan represents a minimum of 33% of Buyer's anticipated
business share.
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Mitsubishi Silicon America Quotation Q871B
Schedule 1
1997 - Findlay, Ohio
Prime Wafers:
Specification
Part Specification Response Resistivity Price Price
Number & Revision Date Type (ohm-cm) Features A B
------ ---------- ---- ---- -------- -------- - -
WT 0261 409-010-5/35 1/20/97 N04 2.3 - 3.0 PB $16.65 $17.25
WT 3052 409-010-5/35 1/20/97 N04 1.4 - 1.8 $16.65 $17.25
WT 3068 409-010-5/35 1/20/97 A04 .008 - .018 $15.35 $15.90
WT 3073 409-010-5/35 1/20/97 N04 .65 - .95 $16.15 $16.75
WT 3167 409-010-5/35 1/20/97 N04 .30 - .65 $14.20 $14.70
WW 0244 409-010-8/17 1/20/97 P05 38 - 63 $20.60 $21.35
WW 0254 409-010-5/35 1/20/97 P14 10 - 20 $13.65 $14.15
WW 3056 409-010-5/35 1/20/97 P04 4 - 8 $13.20 $13.70
WW 3087 409-010-5/35 1/20/97 P04 10 - 15 $13.55 $14.05
WX 3010 409-010-8/17 1/20/97 N05 .65 - .95 $24.85 $25.70
XX 0000 409-010/8/17 1/20/97 P05 4 - 8 $19.95 $20.65
XX 0000 409-010-5/35 1/20/97 P05 6 - 9 $20.20 $20.90
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Mitsubishi Silicon America Quotation Q871B
Schedule 1
1997 - Findlay, Ohio
Notes:
(1) Quotation Q870 supersedes quotation Q749.
(2) Price A = shipments of wafers from January 1, 1997, through June 30, 1997
(3) Price B = shipments of wafers from July 1, 1997, through December 31,
1997.
(4) Revision A of quotation Q871 issues revised terms and conditions, support
plans, and pricing as negotiated by Xxxxxx Semiconductor and Mitsubishi
Silicon America.
(5) Revision B of quotation Q871 updates specifications 000-000-0, to revision
35, and 000-000-0, to revision 17; and add part numbers WT 0261 and WY
3025.
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Mitsubishi Silicon America Quotation Q871B
Schedule 1
1997 - Mountaintop, Pennsylvania
Prime Wafers:
Specification
Part Specification Response Resistivity Price Price
Number & Revision Date Type (ohm-cm) Features A B
------ ---------- ---- ---- -------- -------- - -
WT 1001 409-4-WT1001/05 6/20/96 R14 .0015 - .004 LTO $16.90 $17.50
WX 1001 409-4-WX1001/06 9/9/94 X00 .000 - .000 XXX $23.70 $24.55
WX 3007 409-4-WX3007/03 2/10/92 A05 .008 - .020 $20.80 $21.55
WX 3110 409-4-WX3110/02 0/00/00 X00 .0000 - .000 XXX $28.65 $29.70
WX 3014 409-4-WX3014/09 0/00/00 X00 .0000 - .000 XXX $28.65 $29.70
WX 3043 409-4-WX3043/02 1/26/95 X00 .000 - .000 XXX $23.10 $23.95
WX 3500 409-4-WX3500/01 11/8/95 R05 <= .007 LTO $29.80 $30.85
WX 3501 409-4-WX3501/0 4/26/96 X00 .000 - .000 XXX $24.25 $25.10
XX 0000 409-4-WY1001/04 9/9/94 P15 .01 - .02 LTO $22.15 $22.95
XX 0000 409-4-W23004/06 0/0/00 X00 .000 - .000 XXX $22.05 $22.85
XX 0000 409-4-WY3042/01 10/9/92 P05 .005-.020 LTO $22.25 $23.05
WI 3007 409-4-W13007/03 6/20/96 X00 .000 - .000 XXX, XX $38.30 $39.50
WI 3014 409-4-W13014/05 0/00/00 X00 .0000 - .000 XXX, XX $50.65 $52.20
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Mitsubishi Silicon America Quotation Q871B
Schedule 1
1997 - Mountaintop, Pennsylvania
Specification
Part Specification Response Resistivity Price Price
Number & Revision Date Type (ohm-cm) Features A B
------ ---------- ---- ---- -------- -------- - -
W2 3004 409-4-W23004/03 0/0/00 X00 .000 - .000 XXX, XX $35.25 $36.30
W3 3007 409-4-W33007/03 9/4/96 X00 .000 - .000 XXX, XX $145.00 $145.00
W3 3014 409-4-W33014/03 0/0/00 X00 .0000 - .000 XXX, XX $160.00 $160.00
W4 3004 409-4-W43004/03 0/0/00 X00 .000 - .000 XXX, XX $120.00 $120.00
Epitaxial Wafers:
Specification
Part Specification Response Sub Epi Layer Epi Layer Price Price
Number & Revision Date Type Resistivity Thickness A B
------ ---------- ---- ---- ----------- --------- - -
W3 3002 409-4-W33002/0 9/4/96 A08 1.6 - 2.0 12.6 - 15.4 $215.00 $215.00
W3 3005 409-4-W33005/0 9/4/96 A08 12.5 - 14.0 36 - 42 $260.00 $260.00
W3 3015 409-4-33015/0 9/4/96 R08 .63 - .77 7.2 - 8.8 $220.00 $220.00
W3 3025 409-4-W33025/0 9/4/96 A08 19.5 - 22.0 55.0 - 65.0 $265.00 $265.00
W3 3026 409-4-W33026/0 9/4/96 R08 1.71 - 2.09 12.1 - 14.9 $220.00 $220.00
W3 3037 409-4-W33037/0 9/4/96 A08 0.63 - 0.77 7.2 - 8.8 $215.00 $215.00
W3 3048 409-4-W33048/0 9/4/96 R08 .189 - .231 5.4 - 6.6 $220.00 $220.00
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Mitsubishi Silicon America Quotation Q871B
Schedule 1
1997 - Mountaintop, Pennsylvania
Specification
Part Specification Response Sub Epi Layer Epi Layer Price Price
Number & Revision Date Type Resistivity Thickness A B
------ ---------- ---- ---- ----------- --------- - -
W3 3053 409-4-W33053/0 10/22/96 R08 .67 - .77 7.2 - 8.8 $220.00 $220.00
W4 3001 409-4-W43001/0 9/4/96 P08 4.5 - 5.5 14.4 - 17.6 $160.00 $160.00
W4 3011 409-4-W43011/0 9/4/96 P08 12.6 - 15.4 20.7 - 25.3 $160.00 $160.00
W4 3016 409-4-W43016/01 11/14/96 P08 1.68 - 2.06 9 - 11 $160.00 $160.00
W4 3045 409-4-W43045/01 11/14/96 P08 .06 - .10 17 - 22 $285.00 $285.00
W4 3046 409-4-W43046/0 9/4/96 P08 .045 - .061 8 - 10 $285.00 $285.00
Notes:
(1) Quotation Q870 supersedes quotation Q753.
(2) Price A = shipments of wafers from January 1, 1997, through June 30, 1997.
(3) Price B = shipments of wafers from July 1, 1997, through December 31,
1997.
(4) Revision A of quotation Q870 issued to revise terms and conditions,
support plans, and pricing as negotiated by Xxxxxx Semiconductor and
Mitsubishi Silicon America.
(5) Revision B of quotation Q870 issues final terms and conditions, support
plans and pricing.
(6) Revision C of quotation Q870 issues final pricing for 200 mm wafers.
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