SENIOR ADVISOR AGREEMENT
Exhibit 10.48
THIS SENIOR ADVISOR AGREEMENT (the “Agreement”) is entered into as [April 10, 2009]
(the “Effective Date”), by and between MagnaChip Semiconductor, Ltd., a Korean limited
liability company (the “Company”), and Xxxxxx Xxxxxxxx, an individual (“Advisor”).
BACKGROUND
A. Advisor is a director of the Company, MagnaChip Semiconductor LLC, the parent
entity of the Company (“MagnaChip LLC”), and several other affiliated entities of the
Company, and is the President and Chief Financial Officer of MagnaChip LLC and the Company pursuant to that
certain Amended and Restated Service Agreement dated as of
May 8, 2008, by and between the Advisor and
the Company (the “Service Agreement”).
B. Advisor desires to resign as a director of the Company, MagnaChip LLC, and the
affiliates, and resign as President and Chief Financial Officer of MagnaChip LLC and the
Company and become, and the Company accepts such resignation and desires to retain Advisor as, a senior
advisor to the Company to provide and render certain services on the terms and conditions specified
below.
C. The parties hereto now desire to enter into this Agreement to amend and supersede the
Service Agreement in its entirety and set forth the terms and conditions of the Company’s
engagement of Advisor as a senior advisor to the Company.
NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, and
for other good and valuable consideration, intending to be legally bound, the parties hereto do
hereby agree as follows:
TERMS
1. Resignation; Amendment of Service Agreement. Advisor hereby resigns from all director
and officer (or equivalent) positions (including any membership in any committee of directors or
the like) with the Company and its affiliates, effective as of the Effective Date. In accordance
with Section 6(d) of the Service Agreement, the parties agree that the Service Agreement is hereby
amended and superseded in its entirety by this Agreement.
2. Scope of Services.
(a) Subject to the terms and conditions hereinafter provided, the Company engages
Advisor to provide such services as the Company shall reasonably request, such services to
include,without limitation:
(i) Assisting the officers of the Company with effecting the sale and debt
restructuring of the Company and its affiliates; and
(ii)
consulting with and advising the Chief Executive Officer of the Company.
(b) During the Term (as defined below), Advisor shall be available as needed to perform
Advisor’s duties pursuant to this Agreement and as mutually agreed between Company and
Advisor. Both parties hereto agree that Advisor’s duties under this Agreement will be limited in
nature, and both parties hereto agree to schedule the duties in good faith with regard to the needs and
requirements of the other. Advisor shall perform Advisor’s services at a location or locations mutually agreed
upon by the parties hereto. During the Term, Advisor shall adhere to such policies of the Company
applicable to the conduct of senior executive officers as may be in effect from time to time. The Company
acknowledges and agrees that Advisor has accepted employment with, and during the Term will be employed by,
another employer that Advisor will separately identify to the Company. The Company consents to such
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employment provided that the other employer has consented to the arrangement set forth in this
Agreement. Advisor will promptly notify the Company in writing of any changes of employer during
the Term, and Advisor will procure that such new employer consents to the arrangement set forth in
this Agreement.
(c) At all times during the Term and thereafter, Advisor will assist the Company in the
performance of its duties hereunder by providing promptly providing such assistance and
documentation, including governance documents, contracts, tax forms and receipts, as are reasonably
requested by the Company.
3. Compensation.
(a) Subject to the terms and conditions of this Agreement, the Company shall pay and
provide the following compensation and other benefits to Advisor as consideration for
Advisor’s performance under this Agreement:
(i) Salary. Advisor shall receive a salary at the rate of US$375,000.00 per annum
(the “Salary”) during the Term, payable to Advisor on a monthly basis in accordance
with the standard payroll practices of the Company as are in effect from time to time for senior executive
officers, less all such deductions or withholdings required by applicable law. The Salary amount expressly
includes any severance benefit due under Korean law. Advisor agrees that upon termination of this Agreement
for any reason, no severance under law or otherwise will accrue to Advisor.
(ii)
Benefits. Advisor shall be entitled to the continuation of the following
Company-paid benefits and perquisites for Advisor and Advisor’s eligible dependents: (x)
continuation of existing health insurance benefits until the earlier of the expiration of the Term or the
date on which Advisor becomes eligible to participate in a new employer’s medical plan; (y) the continuation
of the $7,034.30 monthly lease payment and sales/use taxes for Advisor’s personal car until the
maturity of such lease in May 2009, and the continuation of the $1,989.85 monthly lease payment and
sales/use taxes for the personal car of Advisor’s spouse until the maturity of such lease in August
2009, provided that upon request of Advisor and approval of the respective lessor, Company will transfer
either or both car leases to Advisor, provided, further, that in no event will Company pay any lease transfer
fee,termination fee, return fee, mileage penalty, repurchase fee, or other fees associated with
lease transfer, maturity, or termination for the lease of either car; and (z) reimbursement of tax preparation
expenses for the tax year 2009 up to a maximum amount of $5,000.
(iii)
Expenses. During the Term, the Company shall reimburse Advisor for all
reasonable and itemized out-of-pocket expenses incurred by Advisor in rendering services
hereunder upon submission of appropriate documentation or receipts in accordance with the policies and
procedures of the Company as are in effect from time to time.
(b) The Company acknowledges that Advisor has accrued certain unused vacation days under the
Company’s vacation policy for executives. The Company further acknowledges that Advisor voluntarily
accepted a base salary reduction of 10 to 20% of Advisor’s base salary during the December 2008
through March 2009 Company pay periods. In addition to the consideration payable pursuant to
Section 3(a) above, the Company agrees to pay to Advisor upon the execution of this Agreement, less
any applicable taxes or other withholdings as required by law, (i) such accrued vacation amount;
(ii) the equivalent of the difference between Advisor’s base monthly salary under the Service
Agreement and the salary paid to Advisor during each of the December 2008 through March 2009 pay
periods; and (iii) a lump-sum housing stipend payment equivalent to the aggregate amount of
Advisor’s monthly housing stipend from the Effective Date
through June 30, 2009.
(c) The Company acknowledges that Advisor is eligible for a tax equalization benefit applying
to all salary, bonuses, and certain other benefits earned by Advisor in the tax year 2008 while
Advisor served in Korea. Company agrees that this benefit shall survive the termination of the
Service
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Agreement to the extent that any documentation or payments are not concluded on the Effective Date,
Company will reimburse Advisor for reasonable federal or any other tax return preparation expenses
on a basis consistent with past practice for the tax year 2008, but not the tax year 2009 (except
as set forth in Section 3(a)(ii)(z) above) or any following years.
(d) Notwithstanding anything to the contrary in the Service Agreement or any other
agreement executed between Advisor and the Company or any of its affiliates, Advisor shall not be
entitled to any salary, incentive, performance bonus, accelerated vesting or other compensation,
benefits, or perquisites of any kind whatsoever from the Company or any of its affiliates in
connection with Advisor’s resignation under the Service Agreement and appointment as senior
advisor, the termination or expiration of this Agreement or otherwise, except as expressly set
forth in this Section 3. Except as set forth in this Section 3, Advisor’s participation in all
other benefits and incidents of employment cease on the Effective Date. Advisor ceases accruing
employee benefits, including but not limited to severance, incentives, vacation time and paid time
off, as of the Effective Date. Advisor acknowledges and represents that the Company has paid all
salary, wages, bonuses, annual incentives, accrued vacation and paid time off, commissions, expense
reimbursements, severance or separation benefits, and any and all other benefits due to Advisor as
of the Effective Date. Advisor represents and warrants that Advisor never suffered an on-the-job or
occupational injury or incurred any wage, overtime or leave claims while working at the Company.
4. Equity Interests.
(a) Pursuant to the terms of the MagnaChip Semiconductor LLC Equity Incentive Plan (“Plan”),
the Option Agreements effective as of November 30,2004, executed by and between Advisor and
MagnaChip LLC, and the Restricted Unit Subscription Agreements effective as of November 30, 2004,
executed by and between Advisor and MagnaChip LLC (the “RUSAs”), under which MagnaChip LLC
granted to Advisor options to purchase common units of MagnaChip LLC and Advisor exercised the
options and received restricted common units of MagnaChip LLC (the “Restricted Units”), as of the
Effective Date: (i) the Restricted Period (as defined in the RUSAs) has lapsed as to all of the
Restricted Units, and (ii) MagnaChip LLC waives its right pursuant to Article 4 of the RUSAs to
repurchase any of the Restricted Units. The Restricted Units remain subject to all other
restrictions in the RUS As and other agreements required to be executed pursuant to the RUSAs.
(b) Pursuant to the terms of the Plan and the Option Agreement effective as of March 9, 2006,
executed by and between Advisor and MagnaChip LLC, under which MagnaChip LLC granted to Advisor
options to purchase common units of MagnaChip LLC (the “IPO Option”), as of the Effective Date: (i)
Advisor’s IPO Option fully terminates without vesting, (ii) Advisor has and shall have no right to
exercise all or any portion of the IPO Option, and (iii) Advisor does not have and shall not have
any rights under the IPO Option to purchase units or shares of MagnaChip LLC or any of its
affiliates or successors.
(c) Advisor does not have and shall not have any rights or entitlements to purchase units or
shares of MagnaChip LLC or any of its affiliates or successors.
5. Term and Termination.
(a) This Agreement shall be effective as of the Effective Date and, unless sooner terminated
pursuant to the terms hereof, shall continue until [April 10, 2010] (the “Term”).
(b) This Agreement may be terminated by the Company for Cause at any time, effective
immediately upon notice to Advisor. For purposes of this Agreement, “Cause” shall mean (i)
Advisor’s breach of this Agreement that, if susceptible to cure, has not been cured as determined
by the Company within 10 days after a written demand for cure is delivered to Advisor by the
Company; (ii) Advisor’s gross negligence, intentional misconduct or fraud in the performance of
Advisor’s duties hereunder; (iii) Advisor’s plea of nolo contendre or guilty to, or conviction of,
any felony or any crime involving
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misappropriation, embezzlement, fraud, dishonesty or the like; or (iv) a judicial determination
that Advisor committed fraud or dishonesty against any natural person, firm, partnership, limited
liability company, association, corporation, company, trust, business trust, governmental authority
or other entity (“Person”).
(c) Following any termination or expiration of this Agreement for any reason, all
obligations of the Company under this Agreement (other than any obligations with respect to the
payment of accrued and unpaid Salary and expense reimbursement under Section 3 through the date of
termination or expiration, subject to Section 11) shall terminate and Advisor shall not be entitled
to any compensation or benefits, including without limitation any Salary or Annual Incentive
payments, from the Company or any of its affiliates hereunder or otherwise. Notwithstanding the
expiration or termination of this Agreement for any reason, Sections 1 and 4 through 12 shall
survive such expiration or termination.
6. Waiver and Release. In consideration of the items set forth in Sections
3(a)(ii)(y), 3(a)(ii)(z), 3(b)(ii), and 3(b)(iii) above, and other benefits provided to Advisor
hereunder, Advisor hereby agrees to the following:
(a) Except for a claim based on a breach of this Agreement by the Company, Advisor, for
Advisor and on behalf of Advisor’s heirs, executors, administrators, legal representatives,
assignees and successors in interest (in such capacity, the “Releasing Party”), hereby
irrevocably and unconditionally settles, waives, releases, remises, acquits and discharges any and
all claims, demands, actions or causes of action, known or unknown, which the Releasing Parties may
have or could claim against the Company and each of its affiliates, parents, subsidiaries,
successors, assigns, and predecessors, and all of their respective employees, agents, officers and
directors, and all Persons acting by, through, under or in conceit with any of them or that might
be claimed to be jointly or severally liable with them (collectively, the “Company Released
Parties”) and the Releasing Party covenants not to xxx or bring any action or proceeding
against the Company Released Parties with respect to such claims, demands, actions or causes of
action. The Releasing Party recognizes that it is giving up all claims, demands, actions and causes
of action, which it now may have, whether known or unknown, and whether specifically mentioned or
not. The Releasing Party specifically waives any claim or right to assert that any cause of action
or alleged cause of action or claim has been, through oversight or error, intentionally or
unintentionally omitted from this Agreement. The Releasing Party waives any right to seek
reinstatement or re-employment with the Company or any of its affiliates.
(b) The Releasing Party expressly acknowledges and agrees that the payments set forth in this
Agreement constitute consideration for the settlement, waiver, release and discharge of and
covenant not to xxx with respect to any and all claims or actions arising from Advisor’s
employment, or the terms and conditions of Advisor’s employment, including claims arising under
express or implied contract, tort, public policy, common law or any national, state or local
statute, ordinance, regulation, rule, order or constitutional provision.
(c) The Releasing Party acknowledges that this Agreement is being entered into as a settlement
and compromise of any claims and is not to be construed in any manner as an admission of any
liability on the part of the Company or any Company Released Party.
(d) The
Releasing Party acknowledges that the only consideration for signing this Agreement
and all that the Releasing Party is ever to receive from the Company or its affiliates are the
terms expressly stated herein, and that no other promises or agreements of any kind have been made
to or with the Releasing Party by any Person whatsoever to cause Advisor to sign this Agreement.
(e) Advisor acknowledges that it has read and fully understands all of the provisions of this
Agreement and is entering into this Agreement freely and voluntarily. Advisor has been and is
hereby advised to consult with an attorney prior to signing.
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(f) Advisor represents that Advisor is not aware of any claim by Advisor other than the claims
that are released by this Agreement. Advisor acknowledges that Advisor has had the opportunity to
be advised by legal counsel and is familiar with the provisions of California Civil Code Section
1542, which provides as follows; A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN ADVISOR’S FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY ADVISOR MUST HAVE MATERIALLY AFFECTED ADVISOR’S SETTLEMENT WITH THE DEBTOR. Advisor, being
aware of said code section, agrees to expressly waive any rights Advisor may have thereunder, as
well as under any other statute or common law principles of similar effect.
(g) Advisor agrees to execute a release of claims substantially in the form as set forth in
this Section 6 upon the conclusion of the Term or the termination of this Agreement for any reason.
7. Non-Compete. Without the Company’s prior written consent, during the Term, Advisor shall
not, directly or indirectly, own any interest in, operate, join, control or participate as a
partner, director, principal, officer, manager, or agent of, enter into any employment of, act as a
consultant or advisor to, or perform any services for, any business which at any time during such
period is in competition with any material business in which the Company, or any of its affiliates,
has taken substantial steps to engage or is engaged at any time during such period, anywhere in the
world. This provision shall not be construed to prohibit the ownership by Advisor of less than 2%
of any class of securities of any corporation, so long as Advisor remains a passive investor in
such entity.
8. Non-Solicitation. Without the Company’s prior written consent, during the Term, Advisor
shall not, directly or indirectly, for Advisor’s own account or for the account of any other Person
(i) solicit, interfere with, or attempt to entice away from the Company or any of its affiliates,
or any successor to any of the foregoing, any individual who is or has agreed to be employed or
retained by the Company or any of its affiliates or any successor to any of the foregoing; or (ii)
solicit or attempt to solicit the trade of any Person which, at the time of such solicitation, is a
significant customer of the Company or any of its affiliates, or any successor to any of the
foregoing, or which the Company or any of its affiliates, or any successor to any of the foregoing,
is undertaking reasonable steps to procure as a customer.
9. Non-Disparagement. Advisor agrees that, at all times during the Term and thereafter,
Advisor shall not make, or cause or assist any other Person to make, any statement or other
communication which impugns or attacks, or is otherwise critical of, the reputation, business or
character of any of the Company Released Parties or any of their respective products or services.
The foregoing restrictions shall not apply to any statements that are made truthfully in response
to a subpoena or other compulsory legal process.
10. Non-Disclosure.
(a) Advisor acknowledges that Advisor has had, and may during the Term have, access to
confidential or proprietary information or both relating to the business of, or belonging to, the
Company or any of its affiliates or third parties including, but not limited to, proprietary or
confidential information, technical data, trade secrets, or know-how in respect of research,
product plans, products, services, customer lists, customers, markets, computer software (including
object code and source code), data and databases, outcomes research, documentation, instructional
material, developments, inventions, processes, formulas, technology, designs, drawings,
engineering, hardware, configuration information, models, manufacturing processes, sales
information, cost information, business plans, business opportunities, marketing, finances or other
business information disclosed to Advisor in any manner including by drawings or observations of
parts or equipment, etc. (collectively, “Confidential Information”), all of which have
substantial value to the Company, its affiliates or such third parties.
(b) Advisor agrees that, at all times during the Term and thereafter, except as authorized by
the Company in writing, Advisor shall: (i) not use any Confidential Information except, during the
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Term, in furtherance of Advisor’s duties hereunder; (ii) not disclose any Confidential Information
to any other Person, except to personnel of the Company utilizing it in the course of their
employment by the Company or to Persons identified to Advisor in writing by the Company; and (iii) respect and adhere
to any non-disclosure, confidentiality or similar agreements to which the Company or any of its
affiliates are, or during the Term become, a party or subject.
(c) Advisor hereby confirms that all Confidential Information and “Company Materials” (as
hereinafter defined) are and shall remain the exclusive property of the Company. Immediately upon
the termination or expiration of this Agreement, or during the Term upon the request of the
Company, Advisor shall return all Company Materials, or any reproduction of such materials,
apparatus, equipment and other physical property. For purposes of this Agreement, “Company
Materials” are documents or other media or tangible items that contain or embody Confidential
Information or any other information concerning the business, operations or plans of the Company,
whether such documents have been prepared by Advisor or others.
(d) Advisor hereby agrees not to disclose to the Company, and not to induce the Company to
utilize, any proprietary information or trade secrets of any other party that are in Advisor’s
possession, unless and to the extent that Advisor has authority to do so.
11. Severability and Equitable Relief. The provisions of this Agreement, including without
limitation Sections 6 through 10, are separate and independent provisions, and the invalidity or
unenforceability of one or more of these provisions or covenants shall not affect the validity or
enforceability of the remaining provisions or of the other covenants of this Agreement. Advisor
hereby acknowledges that Advisor has carefully reviewed the provisions of this Agreement, including
without limitation Sections 6 through 10, and agrees that the provisions are fair and equitable.
However, if any one or more of the provisions of this Agreement is determined by a court of
competent jurisdiction to be invalid, void or unenforceable under circumstances then existing, the
parties hereto agree that the maximum period, scope or geographical area reasonable or enforceable
under such circumstances shall be substituted for the stated period, scope or area. Advisor agrees
that the Company would suffer irreparable injury if Advisor were to breach any of the provisions of
Sections 6 through 10, and that in the event of such violation, the Company shall (in addition to
all other rights and remedies available to it) be entitled to an injunction restraining Advisor
from such breach, specific performance of Sections 6 through 10 and/or other equitable relief,
without the necessity of proving the inadequacy of any legal remedy or posting any bond or other
security.
12. Miscellaneous.
(a) Advisory Relationship.
(i) Advisor shall be considered a part-time temporary employee of the Company.
Advisor shall not be an agent of the Company or any of its affiliates and shall have no power
to bind or to otherwise obligate the Company or any of its affiliates in any manner whatsoever, nor shall
Advisor be authorized to enter into agreements or any other contractual relationships on behalf of the
Company or any of its affiliates, without the prior written consent of the Company.
(ii) Advisor acknowledges, and agrees, that Advisor will not be entitled to
participate in, or accrue any benefit under, any employee benefit plan of the Company or any
of its affiliates, on account of the services rendered pursuant to this Agreement (except, during the
Term, as expressly set forth in Section 3(a)(ii) above).
(b) Tax Withholding. All amounts paid to Advisor hereunder shall be subject to all
applicable tax withholding as required by law.
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(c) Notices. Any notice hereunder by either party to the other shall be given in
writing by personal delivery, or certified mail, return receipt requested, or (if to the Company)
by telex or facsimile, in any case delivered to the applicable address set forth below:
To the Company:
|
MagnaChip Semiconductor, Ltd. | |
| 000 Xxxxxx-xxxx, Xxxxxxx-Xx Xxxxx 000-000 Xxxxx |
||
| Facsimile No: 00-0-0000-0000 | ||
| Attn: General Counsel | ||
To the Officer:
|
at the last known residential address. |
or to such other Persons or other addresses as either party may specify to the other by notice.
(d) Assignment; Assumption of Agreement This Agreement shall be binding upon and inure
to the benefit of (i) the heirs, executors, and legal representatives of Advisor upon Advisor’s
death, and (ii) any successor of the Company. Any such successor of the Company shall be deemed
substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor”
means (i) any Person which at any time, whether by purchase, merger, or otherwise, directly or
indirectly acquires all or substantially all of the assets or business of the Company or (ii) any
corporation or business entity which is an affiliate of the Company and which expressly assumes the
Company’s obligations hereunder in writing. None of the rights of Advisor to receive any form of
compensation payable pursuant to this Agreement may be assigned or transferred except by will or
the laws of descent and distribution. Any other attempted assignment, delegation, transfer,
conveyance, or other disposition of Advisor’s rights or obligations under this Agreement shall be
null and void.
(e) Amendment. No provision of this Agreement may be amended, modified, waived or
discharged unless such amendment, modification, waiver or discharge is agreed to in writing and
signed by the parties. No waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of any similar or dissimilar provision or condition at
the same or at any prior or subsequent time.
(f) Severability. If any term or provision of this Agreement or the application
thereof to any Person or circumstance shall, to any extent, be held invalid or unenforceable by a
court of competent jurisdiction, the remainder of this Agreement or the application of any such
term or provision to Persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall
be valid and enforceable to the fullest extent permitted by law. If any of the provisions contained
in this Agreement shall for any reason be held to be excessively broad as to duration, scope,
activity or subject, it shall be construed by limiting and reducing it, so as to be valid and
enforceable to the extent compatible with the applicable law or the determination by a court of
competent jurisdiction,
(g) GOVERNING LAW, VENUE AND JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF DELAWARE, UNITED STATES OF AMERICA, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OR
RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE
EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF DELAWARE IN ANY
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREE NOT TO COMMENCE ANY SUIT, ACTION OR
PROCEEDING RELATING THERETO EXCEPT IN SUCH COURTS, WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW,
THE RIGHT TO MOVE TO DISMISS OR
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TRANSFER ANY SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT ON THE BASIS OF ANY OBJECTION TO
PERSONAL JURISDICTION, VENUE OR INCONVENIENT FORUM AND WAIVE THE RIGHT TO TRIAL BY JURY IN ANY
SUIT, ACTION OR PROCEEDING WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO OR ARISING OUT OF THIS
AGREEMENT AND CONSENT TO SERVICE OF PROCESS BY MAIL OR ANY OTHER MANNER PERMITTED BY SUCH COURTS.
(h) Remedies Cumulative; Set Off. Any and all remedies herein expressly conferred upon
a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby,
or by law or equity, upon such party, and the exercise by a party of any one remedy will not
preclude the exercise of any other remedy. The Company may set off any amount which is or may subsequently
become due or payable by it or any of its affiliates to Advisor in terms of this Agreement or
otherwise, against any amount which is or may subsequently become due or payable to the Company by
Advisor, in terms of this Agreement or otherwise.
(i) Entire Agreement. This Agreement constitutes the entire agreement of Advisor, the
Company and any predecessors or affiliates thereof with respect to the subject matter hereof
and replaces and supersedes as of the Effective Date any and all prior oral or written agreements,
understandings or arrangements between such Persons, including, without limitation, the
Service Agreement and the Subscription Agreements.
(j) Headings and Interpretive Issues. The headings preceding the text of the
sections and subsections hereof are inserted solely for convenience of reference, and shall not
constitute a part of this Agreement or affect its meaning, construction or effect. In the event any
ambiguity or question of interpretation or intent arises, this Agreement shall be construed as if
drafted jointly by the parties and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any provisions of this Agreement. For purposes
of interpretation or resolving ambiguities, this Agreement, as executed in English, will prevail
over any translation. Capitalized terms used but not defined herein shall have the meaning
attributed to them in the Service Agreement.
(k) Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be considered one and the same agreement and each of which shall be deemed an
original. Delivery of an executed counterpart of a signature page to this Agreement by electronic means, such as
facsimile or portable document format, shall be as effective as delivery of a manually executed
counterpart of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
| MAGNACHIP SEMICONDUCTOR, LTD.: |
||||
| By: | /s/Sang Park | |||
| Sang Park | ||||
| Chairman and Chief Executive Officer | ||||
| ADVISOR: |
||||
| /s/Xxxxxx Xxxxxxxx | ||||
| Xxxxxx Xxxxxxxx | ||||
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