1
EXHIBIT 10.4
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 (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.
53
2
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,
/s/ X.X. XXXXXXX
------------------------------------
X.X. Xxxxxxx
President and CEO
Cypress Semiconductor Corporation
I accept the terms and conditions of this agreement.
/s/ XXXX X. XXXXXX
------------------------------------ ---------------------------
Xxxx Xxxxxx Dated
54
3
Consulting Agreement - Exhibit A
We agree to extend the Consulting Agreement dated April 1, 1996 for an
additional year from April 1, 1997 to April 1, 1998.
Pursuant to the action of the Compensation Committee of the Board of Directors
of Cypress at the October 23, 1997 meeting, your annualized fixed retainer in
Section 3b) shall be $290,000.00, effective April 1, 1997.
Cypress Semiconductor Corporation
By: /s/ XXXXXXXX XXXXXXXXX
------------------------------------
Dated:
-------------------------------
Xxxx Xxxxxx
By: /s/ XXXX X. XXXXXX
---------------------------------
Dated:
-------------------------------
55
