AMENDMENT TO SEVERANCE AGREEMENT

Exhibit 10.3

AMENDMENT TO SEVERANCE AGREEMENT

This Amendment to Severance Agreement (this “Amendment”) is made effective as of June 27, 2014, by and between Tessera Technologies, Inc., a Delaware corporation (the “Company”), and Xxxx Xxxxx (“Executive”).

WHEREAS, the Company and Executive are parties to that certain Severance Agreement dated as of February 7, 2013 (the “Existing Agreement”); and

WHEREAS, the Company and Executive desire to amend the Existing Agreement on the terms and conditions set forth herein.

The parties agree as follows:

1. Amendment to Definition of Good Reason. The Company acknowledges that, based on certain events, Executive has “Good Reason” under the Existing Agreement. The parties are continuing to work together in order to find a continuing role for Executive with the Company. In order to give the parties additional time to come to a mutually agreeable resolution, the Company hereby agrees to extend the time period during which Executive may provide written notice to the Company of his intent to resign for Good Reason under the Existing Agreement through the earlier of (a) October 31, 2014, or (b) the date of Executive’s Separation from Service. In the event that the Company does not cure such Good Reason within thirty (30) days of such written notice from Executive, or the Company provides Executive with written notice that no cure is possible, Executive may then resign for Good Reason, which resignation must occur no later than December 31, 2014. Nothing in this paragraph shall prevent the Company from terminating Executive’s employment with or without Cause under the Existing Agreement.

2. Amendment to Payment Timing. The lead in sentence of Section 2(a) of the Existing Agreement is hereby amended to read as follows:

“(a) If Executive has a Separation from Service as a result of Executive’s discharge by the Company without Cause or by reason of Executive’s resignation for Good Reason, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii) and the last sentence of clause (iii) below, if applicable, will be payable in a lump sum sixty (60) days following the date of Executive’s Separation from Service:”

2. Miscellaneous. Except as amended by this Amendment, the Existing Agreement shall remain in full force and effect in accordance with the terms and conditions thereof. In the event of any conflict between the original terms of the Existing Agreement and this Amendment, the terms of this Amendment shall prevail. This Amendment will be governed by and construed in accordance with the laws of the United States and the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Defined terms used herein without definition shall have the meanings given to such terms in the Existing Agreement.

3. Consultation with Legal and Financial Advisors. By executing this Amendment, Executive acknowledges that this Amendment confers significant legal rights, and may also involve the waiver of rights under other agreements; that the Company has encouraged Executive to consult with Executive’s personal legal and financial advisors; and that Executive has had adequate time to consult with Executive’s advisors before executing this Amendment.

(Signature Page Follows)

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

						TESSERA TECHNOLOGIES, INC.
Dated: 6/27/14				By:		/s/ Xxxxxx Xxxxx
				Name:		Xxxxxx Xxxxx
				Title:		Chief Executive Officer
						EXECUTIVE
Dated: June 27, 2014						/s/ Xxxx Xxxxx
						Xxxx Xxxxx

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