[LOGO]
SPECTRIAN
February 16, 2000
Xxxx Investment Advisors, Inc.
0000 Xxxxxx Xxxxxx X.
Xxxxx 000
Xxxxx, XX 00000
Re: Stockholder Rights Plan
Gentlemen,
Spectrian Corporation, a Delaware corporation ("Spectrian") and Xxxx Investment
Advisors, Inc. ("Xxxx") entered into a Letter Agreement, dated January 15, 1997
as amended August 10, 1998 (the "Letter Agreement"), regarding Kopp's ownership
of Spectrian Corporation Common Stock. Pursuant to the Letter Agreement,
Xxxxxxxxx agreed to amend its stockholder rights plan (the "Plan") to exempt
Xxxx from the definition of an "Acquiring Person" under the plan, so long as
Xxxx does not acquire in excess of 25% of the Spectrian common Stock outstanding
(the "Xxxx Exemption"). As consideration for such amendment, Xxxx agreed to
certain terms regarding its holding of shares of Spectrian Common Stock.
Spectrian and Xxxx now wish to amend the Letter Agreement as provided below.
Spectrian is advised by Xxxx that as of February 10, 2000 Xxxxx X. Xxxx ("Xx.
Xxxx"), the indirect owner of Xxxx "beneficially owned " 2,847,850 shares,
approximately 26.6% of the outstanding Spectrian Common Stock as reported in the
Company's 10Q filed February 9, 2000. These shares represent ownership of
approximately 24.9% of the outstanding Spectrian Common Stock as reported in the
Company's 10Q filed November 10, 1999.
Xx. Xxxx disclaims beneficial ownership of all but 350,000 of such shares.
Based upon the foregoing representations, Xxxxxxxxx and Xxxx hereby agree as
follows:
1. Xx. Xxxx and any of his affiliates or associates may "beneficially own" up
to the greater of 26.6% of outstanding Spectrian Common Stock or 2,847,850
shares (subject to stock splits, adjustments, divisions, and the like) and
remain exempt from the definition of "Acquiring Person" under the plan.
000 Xxxx Xxxx Xxxxx x Xxxxxxxxx, XX 00000 > Phone 000-000-0000
Corporate Fax 000-000-0000 > Human Resource Fax 000-000-0000 >
Sales & Marketing Fax 000-000-0000
Xxxx Investment Advisors, Inc.
February 16, 2000
Page 2
2. Except as amended by this Agreement, the Letter Agreement shall remain in
full force and effect.
If the foregoing is consistent with your understanding of our mutual agreement,
please countersign below, where indicated. Upon your signature, this proposal
shall become the binding Agreement of Spectrian and Xxxx, amending the Letter
Agreement.
Very truly yours,
Spectrian Corporation
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------
Xxxxxxx X. Xxxxx
Executive Vice President, Finance & Administration
and Chief Financial Officer
The foregoing is hereby accepted.
Xxxx Investment Advisors, Inc.
By: /s/ ?????????????????
----------------------------
Title: VP/General Counsel
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000 Xxxx Xxxx Xxxxx x Xxxxxxxxx, XX 00000 > Phone 000-000-0000
Corporate Fax 000-000-0000 > Human Resource Fax 000-000-0000 >
Sales & Marketing Fax 000-000-0000
