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EXHIBIT 10.1
April 1, 1996
Xx. Xxxx Xxxxxx
000 Xxxxxxx Xxx
Xxxxxxxx, XX 00000
Dear Xxxx:
Since your prior consulting agreement terminated April 1, 1996, this will set
forth the current terms and conditions of your consulting agreement with
Cypress (the "Company").
1) You shall provide consulting services to perform the Company's Board
of Directors duties, division and subsidiary duties, and whatever
mergers and acquisitions activity that the Company's management asks
of you until this agreement is terminated. You are expected to work
generally on your own and to employ your own methods and to work the
hours and schedule necessary to complete the services. You will do
most of your work out of your own office, but when necessary, the
Company will provide an office space, other facilities and a phone for
your use.
2) You may provide your consulting services to any non-related Company
entity with the exception of a direct competitor to the Company.
3) In return for the services listed above and until this agreement is
terminated, the Company shall compensate you as follows:
a) You shall receive the same standard monetary compensation as
the outside directors of the Company's Board of Directors.
b) You shall be granted stock options consistent with those
granted to the outside directors of the Company's Board of
Directors. You will be granted a nonstatutory option to
purchase 20,000 shares on May 29th of each year, exercisable at
the fair market value on the date of grant and vesting on a
date four years after the date of grant. If the resolution
Number 2 put forth to the stockholders for the May 3, 1996,
stockholder's meeting is approved, the vesting of these shares
will be 5 years at the rate of 20% per year.
c) You shall receive an annualized fixed retainer for your
services of $284,160, payable on the first day of each month.
d) You shall be reimbursed for your out-of-pocket business
expenses for travel, lodging, phone and administrative support
upon receipt of invoice.
4) This agreement is valid until April 1, 1997, unless terminated by
either party with 30 days written notice. This agreement may be
extended for one-year periods
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(subject to a 30-day right to terminate) only by an Extension to
Consulting Agreement in the form of Exhibit A signed by you and
Cypress.
Xxxx Xxxxxx
April 1, 1996
Page 2
5) This agreement supersedes all prior consulting agreements, which shall
now be deemed terminated.
6) In carrying out services under this agreement, you shall be and act as
an independent contractor, and shall be subject to the Company's
direction only as to specific areas that the Company desires your
services and advice.
Please indicate your acceptance of this agreement by signing a copy and
returning it to me.
Sincerely,
___________________________________________
X.X. Xxxxxxx
President and CEO
Cypress Semiconductor Corporation
I accept the terms and conditions of this agreement.
__________________________________ _________________________
Xxxx Xxxxxx Dated
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Xxxx Xxxxxx
April 1, 1996
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Exhibit A
Extension to Consulting Agreement
We agree to extend the Consulting Agreement dated April 1, 1996 for an
additional year from April 1, 199___ to April ___, 199___.
As of this extension, your annualized fixed retainer in Section 3b) shall be $
_______________.
Cypress Semiconductor Corporation
By:________________________________________
Dated:____________________________
Xxxx Xxxxxx
By:________________________________________
Dated:____________________________
