1
EXHIBIT 4.4
ANALOG DEVICES, INC.
Form of Stock Restriction Agreement
AGREEMENT made this ____ day of ____________, 2001, between Analog
Devices, Inc., a Massachusetts corporation, and ____________________ (the
"Employee").
Reference is made to Section 1.10 of that certain Agreement and Plan of
Reorganization, dated as of October 25, 2000 (the "Merger Agreement"), entered
into by and among the Company, CAD, Inc. ("ChipLogic Subsidiary"), a
Massachusetts corporation, ChipLogic, Inc., a California corporation
("ChipLogic"), Xxxxxx X. Xxxxxxxx and Xxxx X. Xxxxxxxxxx, pursuant to which the
Employee will receive the Shares (as defined below). For purposes of this
Agreement, "Company" shall mean Analog Devices, Inc. and its subsidiaries,
including ChipLogic, Inc. Capitalized terms used but not defined herein shall
have the respective meanings assigned to them in the Merger Agreement.
The Employee agrees that the Shares (as defined below) shall be subject
to the forfeiture provisions set forth in Section 2 of this Agreement and the
restrictions on transfer set forth in Section 3 of this Agreement. For valuable
consideration, receipt of which is acknowledged, the parties hereto agree as
follows:
1. ISSUANCE OF SHARES.
Pursuant to Section 1.10 of the Merger Agreement, the Company has
issued to the Employee subject to the terms and conditions set forth in this
Agreement, an aggregate of ______ shares of Milestone Restricted Stock (the
"Shares"). The Employee has paid an amount equal to $.16 2/3 per share for the
Shares which is equal to the par value per share of the Shares.
2. FORFEITURE.
(a) In the event that ChipLogic, Inc. or such successor division or
subsidiary of the Company which is engaged in the development of the "Falcon"
project in which ChipLogic is engaged as of the date hereof fails to satisfy a
Technology Development Milestone (as defined below) by the required Target Date
(as defined below) set forth below, then the percentage set forth in column 4
below of the number of Shares set forth in column 3 below opposite each
respective Technology Development Milestone shall immediately and automatically
be forfeited in favor of the Company, for no consideration paid by the Company
("Forfeiture"). For the avoidance of doubt, the parties hereto agree that the
Employee shall have forfeited 15% of the shares associated with a Technology
Development Milestone listed in the following table (e.g., 15% of the Milestone
4 shares) if the Technology Development Milestone is not met by the second
Target Date for such Technology Development Milestone (e.g., Target Date 4-II),
and shall have forfeited all of the shares associated with such Technology
Development Milestone (e.g., all of the Milestone 4 shares) if the Technology
Development is not met by the third Target Date for such Technology Development
Milestone (e.g., Target Date 4-III), as set forth in EXHIBIT B.
2
------------------------------------------------------------------------------------------------
1 2 3 4
------------------------------------------------------------------------------------------------
NUMBER OF
TECHNOLOGY SHARES PERCENTAGE OF
DEVELOPMENT ELIGIBLE FOR MILESTONE-RELATED
MILESTONE IF MILESTONE IS MET: RETENTION SHARES FORFEITED
------------------ -----------------------------------------------------------------------------
MILESTONE 1A On or before Target Date _______ shares 0%
1A-I ("Milestone 1A
shares") [20% of the
Shares]
------------------------------------------------------------------------------------------------
After Target Date 1A-I 0.3061% of the Milestone
1A shares for each day
after Target Date 1A-I
that the milestone is
not met, through Target
Date 1A-II
-----------------------------------------------------------------------------------------------
After Target Date 1A-II all shares forfeited
pursuant to the prior
row plus 3.0357% of the
Milestone 1A shares for
each day after Target
Date 1A-II that the
milestone is not met
-----------------------------------------------------------------------------------------------
MILESTONE 1B On or before Target Date _______ shares 0%
1B-I ("Milestone 1B
shares") [5% of the
Shares]
-----------------------------------------------------------------------------------------------
After Target Date 1B-I 0.3061% of the Milestone
1B shares for each day
after Target Date 1B-I
that the milestone is
not met, through Target
Date 1A-II
------------------------------------------------------------------------------------------------
After Target Date 1B-II all shares forfeited
pursuant to the prior
row plus 3.0357% of the
Milestone 1B shares for
each day after Target
Date 1B-II that the
milestone is not met
------------------------------------------------------------------------------------------------
MILESTONE 3 On or before Target Date _______ shares 0 %
3-I ("Milestone 3
shares") [30% of
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the Shares]
------------------------------------------------------------------------------------------------
After Target Date 3-I .7143% of the Milestone
3 shares for each day
after Target Date 3-I
that the milestone is
not met, through Target
Date 3-II
------------------------------------------------------------------------------------------------
After Target Date 3-II all shares forfeited
pursuant to the prior
row plus 3.0357% of the
Milestone 3 shares for
each day after Target
Date 3-II that the
milestone is not met
-------------------------------------------------------------------------------------------------
MILESTONE 4 On or before Target Date _______ shares 0%
4-I ("Milestone 4
shares") [45% of
the Shares]
-------------------------------------------------------------------------------------------------
After Target Date 4-I 0.7143% of the Milestone
4 shares for each day
after Target Date 4-I
that the milestone is
not met, through Target
Date 4-II
-------------------------------------------------------------------------------------------------
After Target Date 4-II all shares forfeited
pursuant to the prior
row plus 1.441% of the
Milestone 4 shares for
each day after Target
Date 4-II that the
milestone is not met
-------------------------------------------------------------------------------------------------
(b) The "Technology Development Milestones" referenced in paragraph (a)
above shall be as defined on EXHIBIT A hereto. In order for a Technology
Development Milestone to be satisfied, all preceding Technology Development
Milestones, other than Milestone 1B, must have been completed, whether or not
completed by their respective Target Dates.
(c) The "Target Dates" referenced in paragraph (a) above shall be
defined on EXHIBIT B hereto.
(d) Notwithstanding the foregoing, in the event that the Employee
ceases to be employed by the Company for any reason, then all of the Shares
which remain subject to Forfeiture as of such date ("Unvested Shares"), shall
immediately and automatically be forfeited in favor of the Company, for no
consideration paid by the Company.
(e) Within 10 days after delivery to the Employee of the Company's
notice of Forfeiture (which the Company may give at any time following a
Forfeiture), the Employee (or
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his estate) shall, pursuant to the provisions of the Joint Escrow Instructions
referred to in Section 4, tender to the Company at its principal offices the
certificate or certificates representing the Shares which have been forfeited in
accordance with the terms of this Agreement, duly endorsed in blank or with duly
endorsed stock powers attached thereto, all in form suitable for the transfer of
such Shares to the Company.
(f) After a Forfeiture of Shares, the Company shall not pay any
dividend to the Employee on account of such Shares or permit the Employee to
exercise any of the privileges or rights of a stockholder with respect to such
Shares, but shall, insofar as permitted by law, treat the Company as the owner
of such Shares.
(g) No certificates or scrip representing fractional Shares shall be
issued to the Employee upon a Forfeiture of Shares, and the Employee shall not
be entitled to any voting rights, rights to receive any dividends or
distributions or other rights as a stockholder of the Company with respect to
any fractional Shares that would have otherwise been issued to the Employee. In
lieu of any fractional Shares that would have otherwise been issued, each
Employee who would have been entitled to receive a fractional Share shall, upon
proper surrender of such person's certificate or certificates in the manner
described in Section 2(e) of this Agreement, receive a cash payment equal to the
closing price per share of the Company's Common Stock on the New York Stock
Exchange ("NYSE"), as reported by NYSE, on the Target Date to which the
Forfeiture relates, multiplied by the fraction of a share that such Employee
would otherwise be entitled to receive.
3. RESTRICTIONS ON TRANSFER.
The Employee shall not sell, assign, transfer, pledge, hypothecate or
otherwise dispose of, by operation of law or otherwise (collectively "transfer")
any Unvested Shares.
4. ESCROW.
The Employee shall, upon the execution of this Agreement, execute Joint
Escrow Instructions in the form attached to this Agreement as EXHIBIT C. The
Joint Escrow Instructions shall be delivered to the Clerk of the Company, as
escrow agent thereunder. The Employee shall deliver to such escrow agent a stock
assignment duly endorsed in blank and hereby instructs the Company to deliver to
such escrow agent, on behalf of the Employee, the certificate(s) evidencing the
Shares issued hereunder. Such materials shall be held by such escrow agent
pursuant to the terms of such Joint Escrow Instructions.
5. RESTRICTIVE LEGENDS.
All certificates representing Shares shall have affixed thereto legends
in substantially the following form, in addition to any other legends that may
be required under federal or state securities laws:
"The shares of stock represented by this certificate are
subject to forfeiture and restrictions on transfer set forth
in a certain Stock Restriction Agreement between the
corporation and the registered owner of these shares (or his
predecessor in interest), and such Agreement is available for
inspection without charge at the office of the Clerk of the
corporation."
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and
may not be sold, transferred or otherwise disposed of in the
absence of an effective registration statement under such Act
or an opinion of counsel satisfactory to the corporation to
the effect that such registration is not required."
6. ADJUSTMENTS FOR STOCK SPLITS, STOCK DIVIDENDS, ETC.
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(a) If from time to time there is any stock split, stock dividend,
stock distribution or other reclassification of the Common Stock of the Company,
any and all new, substituted or additional securities to which the Employee is
entitled by reason of his ownership of the Shares shall be immediately subject
to Forfeiture, the restrictions on transfer and the other provisions of this
Agreement in the same manner and to the same extent as the Shares.
(b) If the Shares are converted into or exchanged for, or stockholders
of the Company receive by reason of any distribution in total or partial
liquidation, securities of another corporation, or other property (including
cash), pursuant to any merger of the Company or acquisition of its assets, then
the rights of the Company under this Agreement shall inure to the benefit of the
Company's successor and this Agreement shall apply to the securities or other
property received upon such conversion, exchange or distribution in the same
manner and to the same extent as to the Shares.
7. WITHHOLDING TAXES; SECTION 83(b) ELECTION.
(a) The Employee acknowledges and agrees that the Company has the right
to deduct from payments of any kind otherwise due to the Employee any federal,
state or local taxes of any kind required by law to be withheld with respect to
the acquisition of the Shares by the Employee or the lapse of the Forfeiture
provisions.
(b) The Employee has reviewed with the Employee's own tax advisors the
federal, state, local and foreign tax consequences of this investment and the
transactions contemplated by this Agreement. The Employee is relying solely on
such advisors and not on any statements or representations of the Company or any
of its agents. The Employee understands that the Employee (and not the Company)
shall be responsible for the Employee's own tax liability that may arise as a
result of the transactions contemplated by this Agreement. The Employee
understands that it may be beneficial in many circumstances to elect to be taxed
at the time the Shares are acquired rather than when and as the forfeiture
provisions expire by filing an election under Section 83(b) of the Code with the
IRS within 30 days from the date of acquisition.
THE EMPLOYEE ACKNOWLEDGES THAT IT IS THE EMPLOYEE'S SOLE RESPONSIBILITY
AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(B), EVEN IF
THE EMPLOYEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON
THE EMPLOYEE'S BEHALF.
8. NO RIGHTS TO EMPLOYMENT.
Nothing contained in this Agreement shall be construed as giving the
Employee any right to be retained, in any position, as an employee of the
Company. The Employee acknowledges and agrees that the vesting of the Shares
pursuant to Section 2 hereof is earned only by continuing service as an employee
at the will of the Company and attaining the milestones set forth above. The
Employee further acknowledges and agrees that the transactions contemplated
hereunder and the vesting schedule set forth herein do not constitute an express
or implied promise of continued engagement as an employee for the vesting
period, for any period, or at all.
9. SEVERABILITY.
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The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, and each other provision of this Agreement shall be severable and
enforceable to the extent permitted by law.
10. WAIVER.
Any provision for the benefit of the Company contained in this
Agreement may be waived, either generally or in any particular instance, by the
Board of Directors of the Company.
11. BINDING EFFECT.
This Agreement shall be binding upon and inure to the benefit of the
Company and the Employee and their respective heirs, executors, administrators,
legal representatives, successors and assigns, subject to the restrictions on
transfer set forth in Section 3 of this Agreement.
12. NOTICE.
All notices required or permitted hereunder shall be in writing and
deemed effectively given upon personal delivery or five days after deposit in
the United States Post Office, by registered or certified mail, postage prepaid,
addressed to the other party hereto at the address shown beneath his or its
respective signature to this Agreement, or at such other address or addresses as
either party shall designate to the other in accordance with this Section 12.
13. PRONOUNS.
Whenever the context may require, any pronouns used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the
singular form of nouns and pronouns shall include the plural, and vice versa.
14. ENTIRE AGREEMENT.
This Agreement and the Merger Agreement constitute the entire agreement
between the parties, and supersede all prior agreements and understandings
relating to the subject matter of this Agreement.
15. AMENDMENT.
This Agreement may be amended or modified only by a written instrument
executed by both the Company and the Employee.
16. GOVERNING LAW.
This Agreement shall be construed, interpreted and enforced in
accordance with the internal laws of the Commonwealth of Massachusetts without
regard to any applicable conflicts of laws.
17. EMPLOYEE'S ACKNOWLEDGEMENTS.
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The Employee acknowledges that he: (a) has read this Agreement; (b) has
been represented in the preparation, negotiation, and execution of this
Agreement by legal counsel of the Employee's own choice or has voluntarily
declined to seek such counsel; (c) understands the terms and consequences of
this Agreement; and (d) is fully aware of the legal and binding effect of this
Agreement.
18. ABANDONMENT.
In the event that Falcon is abandoned by the Company, the Vice
President of the Company's Communications Product Division and Xxxx X.
Xxxxxxxxxx shall discuss in good faith alternative Technology Development
Milestones with respect to any unforfeited Shares.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
ANALOG DEVICES, INC.
By:
------------------------------
Title:
---------------------------
EMPLOYEE
---------------------------------
Name:
Address:
-------------------------
-------------------------
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EXHIBIT A
Technology Development Milestones
Milestones
This term sheet outlines an agreement between ChipLogic and ADI to develop an
Integrated Access Device (IAD) product (defined as the combination of silicon,
software and reference platform) to be developed by ChipLogic using the
technology developed by ChipLogic and ADI. This term sheet defines the feature
set of the product, deliverables and acceptance criteria for deliverables,
milestones and interdependencies. This term sheet covers two stages of the
development. Stage I is defined as the development of a reference platform based
on commercially available components and is referred to as the "Convergence
Exchange Platform" (CEP). The CEP platform will be used for:
- testing of all software modules
- customer's evaluation of all technology components
- customer's demo
- providing a basis for an architecturally-similar integrated silicon
solution Stage II of the plan is to develop an ASIC that integrates
the main functional blocks of the CEP into one silicon device code-
named "Falcon" which is architecturally similar to the CEP.
Features of the Falcon
The CEP and Falcon (device, software and reference platform) will support the
following features. Additional features can be added in the later versions of
the silicon, but that is outside the scope of this term sheet.
1- Voice Processing
Both CEP and Falcon will support voice processing software running on ADI DSP.
CEP will use a 218x chip and Falcon will use a 219x core. ADI will provide all
the voice processing software modules.
- 16 analog POTS RJ-11 interfaces (16 G.711 or 8 G.726 simultaneously)
(only 4 analog voice ports will be available on the CEP)
- SLIC/SLAC interface
- Loop start, Ground start
- Voice coders X.000, X.000, X.000
- Xxxxxx removal buffer, adaptive playout
- Tone detection/generation
- Echo canceller (G.165, G.168)
- Voice activity detection
- Silent suppression and comfort noise generation
- DTMF encoder/decoder
- RTP packetization
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ChipLogic will provide the following:
Loop Emulation Service (ATMF, STR-VMOA-LES-01.00, AF-VMOA-0145.00, CAS-specific
only) CAS signaling, ABCD Mapping for call establishment
2- Data Processing and Networking
ChipLogic will provide the entire following software modules (unless otherwise
stated):
- 1 Ethernet 10/100 Mbps RJ-45 interfaces
- TCP/IP/UDP/ICMP
- PPPoA, IPoA, RFC 1483 (LLC-SNAP)
- IP over HDLC, PPP over HDLC (addition of this feature will impact the
schedule. ChipLogic does not provide this today. Marketing needs to
make a decision based on schedule and delivery of the product.)
- NAT, DHCP client
- IP bridging and routing (IP forwarding), RIP I/II
- IP QoS
- Telnet, FTP, SNMP v.1/2, TFTP, BootP, HTTP
- IPsec (DES, 3DES, MD5, IKE), L2TP (note: DES, 3DES and MD5 are hardware
engines designed and incorporated by ChipLogic in the Falcon
architecture. L2TP is a software module.). This feature is Falcon
specific.
- Firewall and packet filtering
3- ATM Processing
ChipLogic will provide the following:
- ATM UNI 3.1, 4.0 compliant
- AAL2/AAL5
- ATM Traffic Management (UBR, nrt-VBR, rt-VBR) TM 4.1, ATM QoS (up to 6
simultaneous shaped channels) Support for up to 32 PVC's
4- WAN Interfaces
ChipLogic will provide the following:
- UTOPIA L1/L2.(8 bit data, 3 address bits, 4 PHY devices)
- Synchronous serial interface
- Max WAN throughput: 12 Mbps
Note: ADSL data pump (max. 12 Mbps ANSI T1E1, G.992.1, G.992.2) will be provided
by ADI. This is used for testing purposes.
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5- Miscellaneous
ChipLogic will provide the following:
RS-232 console port for Command Line Interface (password protected for
configuration)
The following will be supported in a later version of the software (Not part of
the milestones in this document):
- Remote software upgrade
- Web-based management in addition to console and Telnet
- DSL Forum CPE auto configuration for DSL, ATM and VoDSL components
(provided by ADI and integrated by ChipLogic)
Falcon Hardware Architecture
The architecture of Falcon will include a 219x code from ADI to run voice
software in conjunction with commercially available SLAC circuits. Two
MIPS-compatible cores will be running all TCP/IP stack and related software
including AAL5 and Ethernet device driver, full ATM LES using AAL2 in addition
to ATM cell multiplexing, ATM traffic shaping, scheduler and CPE configuration
and management software modules.
ChipLogic deliverables (unless otherwise stated):
All the references to the size of the memory in the following list are subject
to change based on the final architecture requirements.
- CPE (Control Processor Engine) core with minimum 4Kbyte I and D cache
- WPE (WAN Processor Engine) I-cache 16 K, PM 16 K, DM 16K
- VPE (Voice Processing Engine) 16Kx16 DM, 32Kx24 PM (provided by ADI)
- High performance bus architecture
- Bus Bridge for each engine
- External memory controller (SDRAM and Flash) 24-bit for address,
32-bit data
- Ethernet MAC
- SLAC interface (based on modifications performed on 219x extended core
package) DMA engine with link-list capability and high performance bus
interface. It supports peripheral to memory and memory-memory transfers
with flexible burst capability.UTOPIA L1/L2, capable of connecting to
4physical devices, cell/octet-level handshake, size of FIFO 2-cell for
Tx and 2-cell for Rx.
- High-speed synchronous serial interface (clock edge configurable,
slave to external phy device clock)
- Interrupt controller, power-on reset, clock circuitry, JTAG will be
based on ADI schemes (2 ADI schemes will be analyzed)
- UART, SPI, general purpose timers, GPIO
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ADI deliverables:
1) 219x extended core package and all related documents (test cases, test
environment, RTL portions, timing views, simulation models, JTAG
methodology, core test plan at chip level, synthesis scripts). Based on
ChipLogic requirements, the memory blocks will be integrated in the
extended 219x core. The 219x core in 0.18(mu) will be used to run all
needed speech and voice processing software and will be supplied by ADI.
The extended 219x core will run in worst case at 250MHz with all the
peripherals running at half the speed and will support up to 16 G.711 or 8
G.726 channels. Other components include PLL and tap controller. 2) The
software to support voice coded running on 219x-based device. In a
multi-channel environment, the speech algorithms should be code-re-entrant
stack-based with pre-emptive schedulers. ADI needs to provide schedule for
the delivery of the pre-emptive version of the code, which is currently non
pre-emptive.
Milestones:
1) MS0: Mutually agreed-upon system test plan to verify functional blocks and
software of CEP and Falcon Reference Platform (voice, ATM, data networking,
signaling)
ASSUMPTIONS
- Manuals of ATM/Telecom test equipment available from ADI no later than
10/18/00
- Documentation of ADI voice processing software no later than 10/18/00
- The test plan will be released in 3 phases (data networking, voice
processing, and AAL/ATM processing). We are budgeting one week for
ADI's review and closure of test plan.
2) MS0A: Mutually agreed-upon VLSI test plan to verify functional blocks
of Falcon
ASSUMPTIONS
- Telecom Workbench is available no later than 11/1/00.
- One week is being budgeted for ADI's review and one week for
incorporating the feedback.
3) MS1: Convergence Exchange Platform (CEP) demonstration (4 POTS, 2 MIPS
processors, commercially available MAC device, ADI 2188 or applicable 219x
platform, SLIC/SLAC, PCI controller and 2 PCI slots, 2 RS232 ports, PCI
ADSL NIC (provided by ADI, but the MIPS driver will be developed by
ChipLogic based on the source supplied by ADI), WAN processor will run
AAL2/AAL5/ATM, control processor will run PSOS, BSP's, Ethernet driver,
Ethernet bridging, CAS signaling over AAL2). CEP tested and functioning to
the specs defined in this document (available documented bug list
acceptable for use by customers for their product development)
DELIVERABLES: Operational hardware with software according to the specs
defined in this document, BOM, schematics, layout and Gerber files, user
manuals, software manuals, documented source code, test reports
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ACCEPTANCE CRITERIA: Successful execution of mutually agreed upon test plan
in accordance with the features defined in this document for voice, data
and ATM functions. ChipLogic will generate this test plan that will be
submitted to ADI for approval. The bugs, which do not impede customer
product development, are acceptable.
4) MS1A: Successful end-to-end tests of CEP on a test-bed to verify the data
networking, AAL5, AAL2 and ATM Traffic Management implementation. This test
bed will use ADI ADSL PCI NIC and test equipment will be provided by ADI.
ASSUMPTIONS
- ADI will provide the working PCI ADSL NIC and driver source no later
than 10/16/2000
- ADI will provide timely support in CEP component procurement
- ADI voice processing s/w for 2188 non re-entrant version available by
10/13/00 (no later than 10/27/00) and re-entrant version by 11/17/00
(but no later than 1/2/01).
- Availability of ATM/Telecom test equipment by 12/1/00 (no later than
1/2/01) and proposed lab equipment as per dates provided earlier in a
separate list.
5) MS1B: Extension of the test bed described in ML1A to 3rd party DSLAM's
connected to 3rd party voice gateways with VoDSL functionality to prove
interoperability with 3rd party VoDSL devices. ChipLogic and ADI will
jointly work on establishing the relationships required for these tests.
ASSUMPTIONS
- ChipLogic and ADI will jointly work on establishing the relationships
required for these tests with a 3rd party vendor who is supportive.
- All equipment required for this testing is available by 3/15/01 but no
later than 3/30/01.
- Certification testing is performed on the premises of the 3rd party
gateway vendor. The lead time to schedule certification testing is
less than 2 weeks.
6) MS2: Falcon device RTL complete and fully simulated
DELIVERABLES: RTL source code, test cases, test environment, architecture
documents and micro-architectures for all blocks, VLSI test plan document
ACCEPTANCE CRITERIA: regression test report with zero failure for all
identified test cases (test cases are documented in the "Falcon-1
Verification Plan" document)
ASSUMPTIONS
- Current architecture is based on Palm Pak. ADI's AMBA bus based
solution is being reviewed. Insilicon Ethernet core will be used
with Palm Pak or Sierra Research core will be used with AMBA.
- Sierra Research Ethernet core is assumed to be available on AMBA
through ADI by 10/31/00 but no later than 11/15/00.
- ADI deliverables for Extended core (verilog simulation model for
custom core, RTL code for extended core, RTL for peripherals)
are assumed to be available no later than 10/15/00.
- Accelerator availability is assumed on 11/1/00 but no later than
11/15/00.
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Xxxxxxxx, XXX are assumed to be working for full function and models
available for system simulation by 10/30/00 but no later than 11/15/00.
7) MS3: Samplable silicon. Falcon device tested in its own reference platform
AKA "Falcon Reference Platform" and functioning to the specs defined in
this document (available documented bug list acceptable for use by
customers for their product development)
DELIVERABLES: Functionally operational silicon in the system environment
with documented bug list. Sufficient documents to be used by lead customer
who agree to work on alpha product.
ACCEPTANCE CRITERIA: The system functions according to the specs
defined in this document. All bugs will be documented. The bugs, which do
not impede customer product development, are acceptable. Successful
execution of mutually agreed upon test plan (MS0) in accordance with the
features defined in this document for voice, data and ATM
ASSUMPTIONS
- Hot lot status is assumed. 6wk FAB time is based on hot lot status.
- Parts are assumed to be blind assembled.
- All hard macros (extended core, Memories, PLL) are assumed to be
available no later than 1/15/01.
- 4wk of time is assumed for Silicon characterization at ADI for
samplable silicon.
- All libraries/views (synthesis, physical, technology) for hard
macros and TSMC 0.18 micron standard cell library are made available
by 10/15/00 but no later than 11/1/00.
8) MS4: Final Falcon Silicon
DELIVERABLES: Final Falcon device fully characterized in ATE and system
environment over temperature and voltage. Reliability testing is not part
of this deliverable. Operational hardware with software running on final
Falcon device according to the specs defined in this document, BOM,
schematics, layout, Gerber files for Falcon Reference Platform, user
manual, software manual, full technical data sheet including all physical
specifications of the silicon. Analog Devices Inc. will provide product and
test engineering support in a timely manner to support this deliverable.
ACCEPTANCE CRITERIA: The system functions according to the specs defined in
this document over temperature and voltage. Successful execution of
mutually agreed upon test plan in accordance with the features defined in
this document for voice, data and ATM
ASSUMPTIONS
- Hot lot status is assumed.
- 9wks accounted for a metal fix based on input from ADI
SPECIFICATION, DELIVERABLES, ACCEPTANCE CRITERIA AND SCHEDULE "CHANGE CONTROL"
POLICY
Any changes or clarifications to the specifications, deliverables, acceptance
criteria and schedules defined in this document must be made in writing and
should be submitted to the "Change Control Approval Board" that comprises of
Xxxx Xxxxxxx and Xxxx Xxxxxxxxxx or their
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designated representative assigned in writing. It is Analog Devices Inc. intent
to make appropriate allowances for schedules missed due to Analog Devices Inc.
fault.
Employee restricted share participation in the earn out will be determined by
the Vice President of the Communications Product Division of ADI, along with
Xxxx Xxxxxxxxxx. Employee restricted shares will be determined by the following
matrix, and are limited to current employees of ChipLogic, employees who have
accepted offers from ChipLogic as of the date of the closing of the purchase
agreement and who start within thirty days of the closing of the purchase
agreement, and other employees, on an exception basis only, who are nominated by
the management of ChipLogic and approved by both the Vice President of the
Communications Product Division and the Chief Executive Officer of ADI.
Determination of whether the targeted milestone was achieved will be made by the
Vice President of the Communications Products Division of ADI, with advice from
a team of technical advisors. The achievement criteria will be based on meeting
the acceptance criteria defined above in each of the milestones, and based on
the specific agreed to test plans associated with milestones MS0 and MS0A.
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EXHIBIT B
TARGET DATE
0 November 13, 2000
0A December 18, 2000
1
1A-I April 9, 2001
1A-II May 28, 2001
1A-III June 25, 2001
1B-I May 21, 2001
0X-XX Xxxx 0, 0000
0X-XXX August 6, 2001
2 May 15, 2001
3-I August 6, 2001
3-II August 27, 2001
3-III September 24, 2001
4-I October 15, 2001
4-II November 5, 2001
4-III January 3, 2002
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EXHIBIT C
ANALOG DEVICES, INC.
JOINT ESCROW INSTRUCTIONS
_________, 2001
Xxxx X. Xxxxxxxx
Clerk
Analog Devices, Inc.
x/x Xxxx xxx Xxxx XXX
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Sir:
As Escrow Agent for Analog Devices, Inc., a Massachusetts corporation,
and its successors in interest under the Stock Restriction Agreement (the
"Agreement") of even date herewith, to which a copy of these Joint Escrow
Instructions is attached between Analog Devices, Inc. a Massachusetts
corporation (the "Company"), and the undersigned person ("Holder"), you are
hereby authorized and directed to hold the documents delivered to you pursuant
to the terms of the Agreement in accordance with the following instructions:
1. APPOINTMENT. Holder irrevocably authorizes the Company to deposit
with you any certificates evidencing Shares (as defined in the Agreement) to be
held by you hereunder and any additions and substitutions to said Shares. For
purposes of these Joint Escrow Instructions, "Shares" shall be deemed to include
any additional or substitute property. Holder does hereby irrevocably constitute
and appoint you as his attorney-in-fact and agent for the term of this escrow to
execute with respect to such Shares all documents necessary or appropriate to
make such Shares negotiable and to complete any transaction herein contemplated.
Subject to the provisions of this paragraph 1 and the terms of the Agreement,
Holder shall exercise all rights and privileges of a stockholder of the Company
while the Shares are held by you.
2. CLOSING.
(a) Upon any Forfeiture by the Holder of the Shares pursuant to the
Agreement, the Company shall give to Holder and you a written notice, specifying
the time for a closing hereunder (the "Closing") at the principal office of the
Company. Holder and the Company hereby irrevocably authorize and direct you to
close the transaction contemplated by such notice in accordance with the terms
of said notice.
(b) At the Closing, you are directed (i) to date the stock assignment
form or forms necessary for the transfer of the Shares, (ii) to fill in on such
form or forms the number of Shares
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being transferred, and (iii) to deliver same, together with the certificate or
certificates evidencing the Shares to be transferred, to the Company.
3. WITHDRAWAL. The Holder shall have the right to withdraw from this
escrow any Shares as to which the Forfeiture provisions set forth in the
Agreement have terminated or expired.
4. DUTIES OF ESCROW AGENT.
(a) Your duties hereunder may be altered, amended, modified or revoked
only by a writing signed by all of the parties hereto.
(b) You shall be obligated only for the performance of such duties as
are specifically set forth herein and may rely and shall be protected in relying
or refraining from acting on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties. You
shall not be personally liable for any act you may do or omit to do hereunder as
Escrow Agent or as attorney-in-fact of Holder while acting in good faith and in
the exercise of your own good judgment, and any act done or omitted by you
pursuant to the advice of your own attorneys shall be conclusive evidence of
such good faith.
(c) You are hereby expressly authorized to disregard any and all
warnings given by any of the parties hereto or by any other person or company,
excepting only orders or process of courts of law, and are hereby expressly
authorized to comply with and obey orders, judgments or decrees of any court. In
case you obey or comply with any such order, judgment or decree of any court,
you shall not be liable to any of the parties hereto or to any other person,
firm or company by reason of such compliance, notwithstanding any such order,
judgment or decree being subsequently reversed, modified, annulled, set aside,
vacated or found to have been entered without jurisdiction.
(d) You shall not be liable in any respect on account of the identity,
authority or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.
(e) You shall be entitled to employ such legal counsel and other
experts as you may deem necessary properly to advise you in connection with your
obligations hereunder, including Xxxx and Xxxx LLP, and may rely upon the advice
of such counsel.
(f) Your rights and responsibilities as Escrow Agent hereunder shall
terminate if (i) you cease to be Clerk of the Company or (ii) you resign by
written notice to each party. In the event of a termination under clause (i),
your successor as Clerk shall become Escrow Agent hereunder; in the event of a
termination under clause (ii), the Company shall appoint a successor Escrow
Agent hereunder.
(g) If you reasonably require other or further instruments in
connection with these Joint Escrow Instructions or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments.
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(h) It is understood and agreed that should any dispute arise with
respect to the delivery and/or ownership or right of possession of the
securities held by you hereunder, you are authorized and directed to retain in
your possession without liability to anyone all or any part of said securities
until such dispute shall have been settled either by mutual written agreement of
the parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.
(i) These Joint Escrow Instructions set forth your sole duties with
respect to any and all matters pertinent hereto and no implied duties or
obligations shall be read into these Joint Escrow Instructions against you.
(j) The Company shall indemnify you and hold you harmless against any
and all damages, losses, liabilities, costs, and expenses, including attorneys'
fees and disbursements, for anything done or omitted to be done by you as Escrow
Agent in connection with this Agreement or the performance of your duties
hereunder, except such as shall result from your gross negligence or willful
misconduct.
5. NOTICE. All notices required or permitted hereunder shall be in
writing and deemed effectively given upon personal delivery or five days after
deposit in the United States Post Office, by registered or certified mail,
postage prepaid, addressed to the other party hereto at the address shown
beneath his or its respective signature to this Agreement, or at such other
address or addresses as either party shall designate to the other in accordance
with this Section 5.
6. MISCELLANEOUS.
(a) By signing these Joint Escrow Instructions, you become a party
hereto only for the purpose of said Joint Escrow Instructions, and you do not
become a party to the Agreement.
(b) This instrument shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns.
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Very truly yours,
ANALOG DEVICES, INC.
By:
------------------------------------
Title:
---------------------------------
HOLDER:
---------------------------------------
Name:
Address:
-------------------------------
-------------------------------
Date Signed:
---------------------------
ESCROW AGENT:
---------------------------------
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