Confidential treatment requested pursuant to a confidential
treatment request filed with the Securities and Exchange
Commission.
CONFIDENTIAL TREATMENT REQUESTED
[*] Denotes information for which confidential
treatment has been requested. Confidential portions
omitted have been filed separately with the Commission.
Amendment to Option Agreement
This Amendment, made to Option Agreement between C-Cube
Microsystems, and Taiwan Semiconductor Manufacturing Co., Ltd.,
dated May 18, 1996 (the "Option Agreement"), is effective as of
May 30, 1997 (the "Effective Date") by and between C-Cube
Microsystems, a company organized under the laws of California,
USA, with its registered address at 0000 XxXxxxxx Xxxxxxxxx,
Xxxxxxxx, XX 00000, XXX ("Customer"), and Taiwan Semiconductor
Manufacturing Co., Ltd., a company organized under the laws of the
R.O.C, with its registered address at Xx.000, Xxxx Xxx. 0,
Xxxxxxx-Xxxxx Xxxxxxxxxx Xxxx, Xxxxxxx, Taiwan, R.O.C ("TSMC").
In consideration of mutual covenants and conditions, both
parties agree to amend the Option Agreement as follows:
I. Defined terms used herein but not defined herein shall have the
meaning set forth in the Option Agreement.
II. Amend Sections 1(a), 1(b), 1 (f), 5(b), 11 and 15 as follows:
1(a) "Base Capacity" used in this Agreement shall mean the base
amount of annual Wafer capacity, which is set forth in
Exhibit B.
1(b)"Customer Committed Capacity" used in this Agreement shall
mean the total of [*] of the Base Capacity and [*] of the Option
Capacity that Customer agrees to purchase from TSMC pursuant to
this Agreement, and is set forth in Exhibit B.
1(f) "Wafer" used in this Agreement shall mean 6" physical
wafer without reference to technology and geometry. The
conversion rate from 6" wafer to 8" wafer shall be [*].
5(b) Within seven (7) days upon execution hereof, TSMC shall
return to Customer the promissory note in the amount of
US$24,500,000 to Customer.
11. This Agreement, including Exhibits B-E and the Amendment,
constitutes the entire agreement between the parties with
respect to the subject matter hereof, and supersedes and
replaces all prior or contemporaneous understanding,
agreements, dealings and negotiations, oral or written,
regarding the subject matter hereof. In the event any
provision of this Agreement conflicts with the Amendment,
this Amendment shall govern with respect to the subject
matter therein. No modification, alteration or amendment
of this Agreement shall be effective unless made 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 wavier of any other or
subsequent breach, or a waiver of future enforcement of
that or any other provision.
15. Both parties shall keep in strict confidence the existence
and contents of this Agreement and the Amendment, and take
best precaution possible to prevent any unauthorized
disclosure or use thereof. Both parties agree that no
disclosure of this Agreement, the Amendment or any matters
relating hereto may be made without the disclosing party
first providing the proposed disclosure to the other party
two weeks in advance for consent and reasonable changes.
In the event disclosure is required by laws or governmental
regulations, the disclosing parry shall provide the other
party two weeks prior written notice and give the other
party the opportunity to protest, participate in preparing
disclosure or make reasonable changes thereto.
III. Add to the End of Section 6(a)
[*]
Add to the End of Section 7(e)
"In no event shall either party be liable for indirect,
consequential, or special damage arising from this Agreement or
its performance."
IV. Delete Original Exhibit A, Replace Original Exhibits B and D
with New Exhibits B and D.
C-Cube Microsystems Taiwan Semiconductor
Manufacturing Co., Ltd.,
BY: /s/ Xxxxxxxxx X. Xxxxxxxxx BY: /s/ Xxxxxx Xxxxx
---------------------------- ------------------
Xxxxxxxxx X. Xxxxxxxxx Xxxxxx Xxxxx
President Chairman
Confidential treatment requested pursuant to a confidential
treatment request filed with the Securities and Exchange
Commission.
EXHIBIT B
C-CUBE MICROSYSTEMS/TSMC
COMMITTED CAPACITY
[*]
Confidential treatment requested pursuant to a confidential
treatment request filed with the Securities and Exchange
Commission.
EXHIBIT D
OPTION FEE
[*]
Confidential treatment requested pursuant to a confidential
treatment request filed with the Securities and Exchange
Commission.
