EXHIBIT 10.1
OPTION AGREEMENT
BETWEEN
TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD.
AND
BENCHMARQ MICROELECTRONICS, INC.
MAY 31, 1996
TABLE OF CONTENTS
1. DEFINITIONS.............................................................. 3
2. VOLUME COMMITMENT........................................................ 4
3. WAFER PRICE.............................................................. 5
4. OTHER PURCHASE TERMS AND CONDITIONS...................................... 5
5. OBLIGATION TO PAY OPTION FEE FOR OPTION CAPACITY......................... 5
6. FAILURE TO PURCHASE THE OPTION CAPACITY;................................. 6
7. TERM AND TERMINATION..................................................... 7
8. BOARD APPROVAL........................................................... 8
9. LIMITATION OF LIABILITY.................................................. 8
10. NOTICE.................................................................. 8
11. ENTIRE AGREEMENT........................................................ 9
12. GOVERNING LAW........................................................... 9
13. ARBITRATION............................................................. 9
14. ASSIGNMENT.............................................................. 12
15. CONFIDENTIALITY......................................................... 12
16. FORCE MAJEURE........................................................... 12
EXHIBIT A................................................................... 14
EXHIBIT B................................................................... 15
EXHIBIT C................................................................... 16
EXHIBIT D................................................................... 17
EXHIBIT E................................................................... 18
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OPTION AGREEMENT
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THIS AGREEMENT is made and becomes effective as of May 31, 1996 (the
"Effective Date"), by Taiwan Semiconductor Manufacturing Co., Ltd. ("TSMC"), a
company organized under the laws of the Republic of China with its registered
address at Xx. 000, Xxxx Xxx. 0, Xxxxxxx-Xxxxx Xxxxxxxxxx Xxxx, Xxxxxxx, Taiwan,
and, Benchmarq Microelectronics, Inc. ("Customer"), a company organized under
the laws of Delaware, with its corporate headquarters at 00000 Xxxxxxxxx
Xxxxxxx, Xxxxxx, Xxxxx 00000.
RECITALS
WHEREAS, TSMC currently supplies Customer with wafers and Customer wishes
to increase the volume of wafers to be purchased from TSMC;
WHEREAS, in order to increase its output, TSMC XXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX;
WHEREAS, as a condition to TSMC's acceleration of these facilities, TSMC
has asked that Customer make a capacity commitment and advance payment for the
right to buy additional capacity, and Customer is willing to do so:
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties agree as follows:
1. DEFINITIONS
(a) "Base Capacity" used in this Agreement shall mean the base amount of
annual wafer capacity that is used to calculate the Customer's
Committed Capacity, which amount is set forth in Exhibit B.
(X - "Portions of the subject exhibit have been ommitted and filed separately
with the Commission pursuant to a request for Confidential Treatment.")
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(b) "Customer Committed Capacity" used in this Agreement shall mean the
total capacity that Customer agrees to purchase from TSMC pursuant to
this Agreement, and is set forth in Exhibit B.
(c) "Option Capacity" used in this Agreement shall mean the firm capacity
commitment made by Customer pursuant to this Agreement, for which
Capacity Customer agrees to pay the Option Fee as defined in this
Section 1(d) below, and is set forth in Exhibit B.
(d) "Option Fee" used in this Agreement shall mean the deposit that
Customer agrees to place with TSMC as the advance payment for the
Option Capacity.
(e) "TSMC Committed Capacity" used in this Agreement shall mean the total
capacity that TSMC agrees to provide to Customer pursuant to this
Agreement, and is set forth in Exhibit B.
(f) XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX.
2. VOLUME COMMITMENT
(a) Customer agrees to purchase from TSMC the Customer Committed Capacity,
and subject to the payment of the Option Fee by Customer under Section
5 below, TSMC agrees to provide to Customer the TSMC Committed
Capacity, as set forth in Exhibit B.
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX.
(b) Each month, Customer agrees to provide to TSMC a six-month rolling
forecast of the number of wafers that Customer will purchase,
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXX. The
forecast must be based on wafers out or deliveries
(X - "Portions of the subject exhibit have been ommitted and filed separately
with the Commission pursuant to a request for Confidential Treatment.")
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expected to be made by TSMC.
(c) TSMC will use its reasonable effort to cause its fabs to be capable of
producing wafers of more advanced specifications, as set forth in the
TSMC Technology Road Map attached as Exhibit C.
3. WAFER PRICE
(a) The wafer prices for the Customer Committed Capacity shall XXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXX for the same technology, the same fab and
the same period of time. In the event that the wafer prices for the
Customer Committed Capacity do not comply with the preceding sentence,
TSMC will make proper price changes for the unfilled orders, upon
Customer's notice in writing.
(b) The parties shall negotiate in good faith each year the wafer prices
for the Customer Committed Capacity of the following year, XXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX.
4. OTHER PURCHASE TERMS AND CONDITIONS
The Customer/TSMC Wafer Production Agreement [to be completed within
sixty (60) days of the effective date of this Agreement] will apply to
all purchases of wafers by Customer from TSMC and delivery of all
wafers from TSMC to the Customer, except that the provisions of this
Agreement will supersede the above Agreement with respect to the
subject matter hereof.
(X - "Portions of the subject exhibit have been ommitted and filed separately
with the Commission pursuant to a request for Confidential Treatment.")
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5. OBLIGATION TO PAY OPTION FEE FOR OPTION CAPACITY
(a) Customer agrees to pay to TSMC the Option Fee in the amount of
XXXXXXXXXXXXXXXXXXXXXXXXXXX for the right to purchase the Option
Capacity pursuant to this Agreement. The Option Fee is set forth in
Exhibit D and shall be paid on the dates specified. Except that TSMC
exercises its first right of refusal and accepts the Customer's offer
pursuant to Section 6 below, the Option Fee for any calendar year,
once paid, shall be non-refundable for any cause except the parties
failure to mutually agree in writing to the Wafer Production Agreement
within sixty (60) days of the effective date of this Agreement and
TSMC's failure to deliver the requisite wafers pursuant to such Option
Capacity and Section 4 of this Agreement (in such cases the applicable
portion of the Option Fee which has been paid by the Customer will be
promptly refunded by TSMC), and will be credited against the wafer
prices for the Option Capacity provided by TSMC for that particular
year under this Agreement.
(b) Customer further agrees to deliver to TSMC, within seven (7) days
following the Effective Date, one (1) promissory note in an amount of
the Option Fee due in 1997 as specified in Exhibit D and payable to
TSMC or order, which promissory note is in the form of Exhibit E. The
promissory note shall be returned by TSMC to Customer within seven (7)
days upon receipt of the corresponding Option Fee by TSMC.
6. FAILURE TO PURCHASE THE OPTION CAPACITY;
FIRST RIGHT OF REFUSAL
(a) XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
(X - "Portions of the subject exhibit have been ommitted and filed separately
with the Commission pursuant to a request for Confidential Treatment.")
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XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX.
(b) Any of Customer's right or obligation set forth in Section 6(a) shall
not affect its obligation to pay the Option Fee pursuant to Section 5
above, except that if this Agreement is assigned to any third parties
acceptable to TSMC pursuant to this Section 6(a) above, such third
parties shall pay any unpaid portion of the Option Fee and abide by
the terms and conditions of this Agreement.
7. TERM AND TERMINATION
(a) The term of this Agreement shall commence from the Effective Date, and
continue until December 31, 2000.
(b) TERMINATION BY TSMC FOR CUSTOMER'S FAILURE TO PAY THE OPTION FEE
TSMC may terminate this Agreement if Customer fails to pay the Option
Fee pursuant to Section 5 above, and does not cure or remedy such
breach within thirty (30) days of receiving written notice of such
breach.
(c) TERMINATION FOR OTHER BREACH OR FOR BANKRUPTCY
Either party may terminate this Agreement if, (i) the other party
breaches any material provisions of this Agreement (other than the
breach of Section 5 above), and does not cure or remedy such breach
within ninety (90) days of receiving written notice of such breach, or
(ii) becomes the subject of a voluntary or involuntary petition in
bankruptcy or any proceeding relating to insolvency, receivership or
liquidation, if such petition or proceeding is not dismissed with
prejudice within ninety (90) days after filing.
(X - "Portions of the subject exhibit have been ommitted and filed separately
with the Commission pursuant to a request for Confidential Treatment.")
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(d) EFFECT OF TERMINATION
Both parties shall remain liable to the other party for any
outstanding and matured rights and obligations at the time of
termination, including all outstanding payments of the Option Fee and
for the wafers already ordered and/or shipped to Customer.
8. BOARD APPROVAL
Customer shall obtain the approval by its Board of Directors of this
Agreement, and submit to TSMC, at the time of executing this
Agreement, an authentic copy of it's board resolution authorizing the
representative designated below to execute this Agreement.
9. LIMITATION OF LIABILITY
In no event shall either party be liable for any indirect, special,
incidental or consequential damages (including loss of profits and
loss of use) resulting from, arising out of or in connection with
either party's performance or failure to perform under this Agreement,
or resulting from, arising out of or in connection with either party's
producing, supplying, and/or sale of the wafers to the Customer,
whether due to a breach of contract, breach of warranty, tort, or
negligence of either party, or otherwise.
10. NOTICE
All notices required or permitted to be sent by either party to the
other party under this Agreement shall be sent by registered mail
postage prepaid, or by personal delivery, or by fax. Any notice given
by fax shall be followed by a confirmation copy within ten (10) days.
Unless changed by written notice given by either party to the other,
the addresses and fax numbers of the respective parties shall be as
follows:
To TSMC:
TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY, LTD.
Xx. 000, Xxxx Xxxxxx 0
Xxxxxxx-Xxxxx Xxxxxxxxxx Xxxx
Xxxxxxx, Xxxxxx
Xxxxxxxx of China FAX: 000-00-000000
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To Customer:
BENCHMARQ MICROELECTRONICS, INC.
00000 Xxxxxxxxx Xxxxxxx
Xxxxxx, XX 00000 FAX:(000) 000-0000
11. ENTIRE AGREEMENT
This Agreement, including Exhibits A-E, constitutes the entire
agreement between the parties with respect to the subject matter
hereof, and supersedes and replaces all prior or contemporaneous
understandings, agreements, dealings and negotiations, oral or
written, regarding the subject matter hereof. No modification,
alteration or amendment of this Agreement shall be effective unless in
writing and signed by both parties. No waiver of any breach or failure
by either party to enforce any provision of this Agreement shall be
deemed a waiver of any other or subsequent breach, or a waiver of
future enforcement of that or any other provision.
12. GOVERNING LAW
This Agreement will be governed by and interpreted in accordance with
the laws of the California.
13. ARBITRATION
(a) General. Each party will make best efforts to resolve amicably any
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claims, controversies, or disputes under this Agreement. In the event
that a resolution is not reached among the parties within thirty (30)
days after written notice by any party of the dispute or claim, the
dispute or claim shall be finally settled by binding arbitration in
accordance with the provisions of this Section 13. The parties agree
that all actions, claims, controversies or disputes of any kind (e.g.
whether in contract or in tort, statutory or common law, legal or
equitable or otherwise) ("Disputes") between them relating, directly
or indirectly, to this Agreement are to be resolved by arbitration as
provided in this Agreement. All arbitration will be
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conducted pursuant to and in accordance with the following order of
priority (i) the terms of this Agreement, (ii) the Commercial
Arbitration Rules of the American Arbitration Association, and (iii)
to the extend the foregoing are inapplicable, unenforceable or
invalid, the laws of the State of California. The arbitrator(s) used
will be selected from a list of persons familiar with disputes
regarding the semiconductor manufacturing industry to be provided by
the American Arbitration Association. Any hearing regarding
arbitration will be held in the Greater Bay Area, California, or at
another location mutually acceptable to both parties. The parties will
use reasonable efforts to assure that the arbitrator(s) will use their
best efforts to conduct the arbitration hearing as soon as
practicable.
(b) Discovery. Discovery will be conducted solely through depositions and
---------
requests for documents and things but otherwise will be governed by
the Federal Rules of Civil Procedure. The arbitrator(s) will resolve
any discovery disputes by such prehearing conferences as may be
needed. Both parties agree that the arbitrator(s) will have the power
of subpoena process as provided by law. Disputes concerning the scope
of depositions or document production, its reasonableness and
enforcement of discovery requests will be subject to Agreement by the
parties or will be resolved by the arbitrator(s). All discovery
requests will be subject to the proprietary rights and rights of
privilege and other protections granted by applicable law to the
parties. The arbitrator(s) will adopt procedure to protect such
rights. With respect to any Dispute, each party agrees that all
discovery activities shall be expressly limited to matters directly
relevant to the Dispute and the arbitrator(s) will be required to
fully enforce this requirement.
(c) Enforcement. The decision of the arbitrator(s) will be final and
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binding on all parties. Any judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.
The decision of the arbitrator(s) will be enforceable in any court of
competent jurisdiction. Except for proceedings seeking equitable
remedies, an arbitration proceeding commenced pursuant to this Section
13 is a condition precedent to and is a complete defense to the
commencement of any suit, action or proceeding in any federal or state
court with respect to any Dispute. Either party may bring an action in
court to compel arbitration. Any party who fails or refuses to submit
to binding arbitration following demand by the other party shall bear
all costs and expenses incurred by the opposing party in compelling
arbitration.
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(d) Powers and Qualifications: Awards: Modification or Vacation of Award.
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The arbitrator(s) are empowered to resolve Disputes by summary rulings
substantially similar to summary judgments and motions to dismiss. The
arbitrator(s) will resolve all Disputes in accordance with the
substantive laws of the State of California. The arbitrator(s) may
grant any remedy or relief deemed just and equitable and within the
scope of this Agreement and may also grant such ancillary relief as is
necessary to make effective any award. The arbitrator(s) will be
required to make specific, written findings of fact and conclusions of
law, and the parties will have the right to seek vacation or
modification of an award only if (I) that award is based in whole, or
in part, upon fraud or (ii) failure to follow the procedures set forth
in this Section 13. For these purposes, the award and judgment entered
by the federal or state district court shall be considered to be the
same as the award and judgment of the arbitrator(s). To the extent
permitted by applicable law, the arbitrator(s) will have the power to
award recovery of all costs and fees (including attorneys' fees,
administrative fees, and arbitrators' fees) to the prevailing party.
(e) Limitation on Award. The arbitrator(s) will be limited to interpreting
-------------------
the applicable provisions of this Agreement, and will not have the
authority or power to alter, amend, modify, revoke or suspend any
condition or provision of this Agreement, nor to create, draft or form
a new agreement between the parties, nor to render an award which, by
its terms, has the effect of altering or modifying any condition or
provision of this Agreement.
(f) Provisional Remedies and Multiple Parties. No provision of, nor the
-----------------------------------------
exercise of any rights under, this Agreement will limit the right of
any party, during any Dispute, to resort to a court of applicable
jurisdiction to seek such equitable remedies as may be available to
such party, and any such action will not be deemed an election of
remedies. Such rights will include, without limitation, rights and
remedies relating to injunctive relief. Such rights may be exercised
at any time except to the extent such action is contrary to an award
or decision of the arbitrator(s). The institution and maintenance of
an action for equitable relief will not constitute a waiver of the
right of any party, to submit a Dispute to arbitration, nor render
inapplicable the compulsory arbitration provisions of this Agreement.
(g) Choice of Arbitrator(s). The arbitrator(s) will be chosen by mutual
-----------------------
agreement of the parties. If they cannot agree within thirty (30) days
upon a single arbitrator, each will, within fifteen (15) days
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thereafter, appoint an arbitrator and such arbitrators will appoint a
third impartial arbitrator. If more than one arbitrator is appointed,
the decision of a majority of such arbitrators will be binding.
Subject to the provisions of Subsection 13(d), (i) each party will be
responsible for the expenses and fees of the arbitrator appointed by
it and one-half of the fees and expenses of the third arbitrator, (ii)
if there is only one arbitrator appointed, each party will be
responsible for one-half of the fees and expenses of such arbitrator
and (iii) each party will bear its own attorney's and expert's fees.
If either party fails to timely appoint an arbitrator, the decision of
the arbitrator who is timely appointed will be binding.
14. ASSIGNMENT
This Agreement shall be binding on and inure to the benefit of each party
and its successors, and except that Customer may assign this Agreement
under Section 6 above, neither party shall assign any of its rights
hereunder, nor delegate its obligations hereunder, to any third party,
without the prior written consent of the other.
15. CONFIDENTIALITY
Neither party shall disclose the existence or contents of this Agreement
except as required by Customer's assignment of this Agreement to any third
parties pursuant to Section 6 above, in confidence to its advisers, as
required by Securities and Exchange Commission regulations and related
laws, as required by applicable law, or otherwise without the prior written
consent of the other party and to enforce this Agreement.
16. FORCE MAJEURE
Neither party shall be responsible for delays or failure in performance
resulting from acts beyond the reasonable control of such party. Such acts
shall include but not limited to acts of God, war, riot, labor stoppages,
governmental actions, fires, floods, and earthquakes.
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IN WITNESS WHEREOF, the parties, have executed this Agreement as of the
date first stated above.
TAIWAN SEMICONDUCTOR BENCHMARQ
MANUFACTURING CO., LTD. MICROELECTRONICS, INC.
BY:/s/ Xxx Xxxxxx BY:/s/ Xxxxxxx Xxxxx
---------------------------- -------------------------------
Xxxxxx Xxxxxx Xxxxxxx Xxxxx
President President
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EXHIBIT A
EQUIVALENCY FACTOR TABLE
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XXXXXXX XXXXXX XXXXXXXXXX XXXXXXXXXX
XXXXXXXXXXXXXXXXXX XXXXXXXXXX XXXXXXXXX XXXXXXXX XXXXXXXXX
XXXXXXXXX
XXXXXXXXX
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XXXXXXXXXXXXXXXXXXXXXX XX XX XXXX
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XXXXXXXXXXXXXXXXXXXXX XX XX XXXX
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XXXXXXXXXXXXXXXXXXXXX XX XX XXXX
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XXXXXXXXXXXXXXXXXXXXXX XX XX XXXX
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XXXXXXXXXXXXXXXXXXXXX XX XX XXXX
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XXXXXXXXXXXXXXXXXXXXXXX XX XX XXXX
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XXXXXXXXXXXXXXXXXXXXXXXXXX XX XX XXXX
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XXXXXXXXXXXXXXXXXXXXXX XX XX XXXX
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XXXXXXXXXXXXXXXXXXXXX XX X XXXX XXXX
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XXXXXXXXXXXXXXXXXXXXX XX X XXXX XXXX
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XXXXXXXXXXXXXXXXXXXXXXX XX X XXXX XXXX
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XXXXXXXXXXXXXXXXXXXX XX XX XXXX
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XXXXXXXXXXXXXXXXXXXX XX X XXXX XXXX
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XXXXXXXXXXXXXXXXXXXX XX X XXXX XXXX
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XXXXXXXXXXXXXXXXXXXXX XX X XX XXXX
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XXXXXXXXXXXXXXXXXXXXXXXXX XX X XXXX XXXX
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XXXXXXXXXXXXXXXXXXXXXXXXXX XX X XXXX XXXX
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XXXXXXXXXXXXXXXXXXXXXXXXX XX X XXXX XXXX
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XXXXXXXXXXXXXXXXXXXX XX X XXXX XXXX
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XXXXXXXXXXXXXXXXXXXX XX X XXXX XXXX
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XXXXXXXXXXXXXXXXXXXXXXXXX XX X XXXX XXXX
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REMARKS:XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
DATE OF ISSUE: XXXXXXXX
(X-"Portions of the subject exhibit have been ommitted and filed separately with
the Commission pursuant to a request for Confidential Treatment.")
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EXHIBIT B
BENCHMARQ/TSMC
COMMITTED CAPACITY
UNIT: XXXXXXXXXXXXXXXXXXXXXX
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1996 1997 1998 1999 2000
---- ---- ---- ---- ----
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XXXXXXXXXXXXX X X X X X
XXXXXXXXXXXXX
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XXXXXXXXXXXXX XXX XXX XXX XXX
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XXXXXXXXXXXXXXXXX XXXX XXXX XXXX XXXX
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XXXXXXXXXXXXXXX X X X X
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XXXXXXXXXXXX X X X X
XXXXXXXX
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XXXXXXXXXXXXXXXXXXXXXXX X XX XX XX XX
XXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXX
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XXXXXXXXXXXXXXXXXXX XXXX XXXX XXXX XXXX
XXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXX
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* XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX.
Deposits Required: $ 5.88M - XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Payment Schedule: $ 2.5M - May 31, 1996
$ 3.38M - March 31, 1997
(X-"Portions of the subject exhibit have been ommitted and filed separately with
the Commission pursuant to a request for Confidential Treatment.")
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EXHIBIT C
TSMC CMOS TECHNOLOGY ROADMAP
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("Portions of the subject exhibit have been ommitted and filed separately with
the Commission pursuant to a request for Confidential Treatment.")
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EXHIBIT D
OPTION FEE
Years Total Option Option Fee Due Date
Capacity (Unit: (Unit: US$)
Wafer Equivalent)
-------------------------------------------------------------------------------
1996- XXX $ 2.5M May 31, 1996
2000
$ 3.38M March 31, 1997
(X-"Portions of the subject exhibit have been ommitted and filed separately with
the Commission pursuant to a request for Confidential Treatment.")
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EXHIBIT E
STANDARD FORM OF PROMISSORY NOTE
Amount: US$______________ Due Date:__________________
The Undersigned, _____________________ (the "Maker"), unconditionally
promise to pay to Taiwan Semiconductor Manufacturing Co., Ltd. or its order the
sum of US Dollars _________________ ($___________), plus interest calculated
from the Due Date stated herein to the date of full payment at the rate of 10%
per annum on any unpaid portion of the principal amount stated herein, and said
payment will be made at ________________ (Place of Payment).
This Note shall be governed in all respects by the laws of the State of
California.
The Maker of this Note agrees to waive protests and notice of whatever
kind.
Issue Date: ________________
Issue Place: _______________
Maker's Signature:______________________
Maker's Address: ______________________
______________________
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