EXHIBIT 10.38
AGREEMENT IN PRINCIPLE
As of March 1, 2006, (the "Effective Date"), Xxxxxxxxx Electric S.A. a
French corporation and Square D Company a Delaware corporation, on behalf of
themselves and all of their subsidiaries (hereinafter collectively referred to
as "Schneider") and AMI Semiconductor, Inc. and AMI Semiconductor Belgium BVBA,
on behalf of themselves and all of their subsidiaries (hereinafter collectively
referred to as "AMI") have reached an agreement in principle ("Agreement") in
connection with 1) a full and final settlement of all disputes and claims, past
and future, known and unknown, involving certain application specific integrated
circuits supplied by AMI to Schneider and incorporated into Xxxxxxxxx'x AFCI
circuit breakers (the "Claim") and 2) the continuation and growth of the amount
of business to be done between Schneider and AMI over the next five years
through a preferred supplier arrangement.
The Agreement shall be fully documented by a subsequent and binding Settlement
Agreement and a subsequent and binding Preferred Supplier Agreement to be
negotiated in good faith by the parties after the Effective Date,
The Settlement Agreement shall include a mutual release and cash consideration
in the amount of $5,000,000 ($1,300,000 of which shall be paid on or before
March 15, 2006 and the remainder of which shall be paid within 5 business days
after the execution of the Settlement Agreement) representing the full and final
amount to be paid to settle the Claim.
The Preferred Supplier Agreement shall include the necessary provisions to
implement the terms described generally in Exhibit A hereto.
This Agreement is binding upon the parties as of the Effective Date and this
Agreement shall be governed by the laws of the State of Delaware.
SQUARE D COMPANY/ AMI SEMICONDUCTOR, INC./XXX
XXXXXXXXX ELECTRIC S.A. SEMICONDUCTOR BELGIUM BVBA
By: /s/ XXXXX X. PETRADIS By: /s/ XXXXX X. XXXXX
Its:_CEO_______________________ Its:__CFO_______________________
