EXHIBIT 10.26
FIRST AMENDMENT TO THE OPTION AGREEMENT
THIS FIRST AMENDMENT TO THE OPTION AGREEMENT (the "Amendment") is made
and becomes effective as of March 1, 1998 (the "Effective Date") by and
between Taiwan Semiconductor Manufacturing Co., Ltd., and company duly
incorporated under the laws of the Republic of China ("ROC"), having its
principal place of business at Xx. 000, Xxxx Xxxxxx 0, Xxxxxxx Xxxxx
Xxxxxxxxxx Xxxx, Xxxx-Xxx, Taiwan, ROC ("TSMC"), and Oak Technology, Inc., a
company duly incorporated under the laws of ROC, having its principal place
of business at Xx. X, Xx. 000, Xxx. 0, Xx-Xxxxx X. Xx. Xxxxxx, Xxxxxx ("Oak").
In consideration of mutual covenants and conditions, the parties, hereto
agree to amend the Option Agreement entered into on August 8, 1996 (the
"Option Agreement") as follows:
1. Capitalized terms not defined herein shall have the same meanings given
them in the Option Agreement.
2. Owing to the fact that the actual number of wafers purchased by OAK in
1996 exceeded the 1996 Customer Committed Capacity by [ * ] wafers, the
parties agree to apply such exceeding number of wafers to the 1997 Base
Capacity thereby reducing the 1997 Base Capacity from [ * ] wafers to
[ * ] wafers, and the 1997 Customer Committed Capacity from [ * ] wafers
to [ * ] wafers. The parties further agree that the 1997 TSMC Committed
Capacity shall remain at [ * ] wafers.
3. In the event that OAK's purchase of wafers exceeds the TSMC Committed
Capacity of year(s) 1997 and/or 1998, the parties agree that the exceeding
number of wafers would be applied first to the Base Capacity and then to
the Option Capacity of the following calendar year, and the Base Capacity,
Option Capacity and Customer Committed Capacity of the following calendar
year will therefore be reduced as appropriate by the excess amount.
However, the TSMC Committed Capacity would not be affected by the
occurrence of the above-stated conditions.
4. Subject to the foregoing amendments, the Option Agreement shall continue
in full force and effect.
IN WITNESS WHEREOF, the parties have executed this First Amendment to the
Option Agreement as of the date first stated above.
Taiwan Semiconductor Oak Technology, Inc.
Manufacturing Co., Ltd.
By: /s/ X.X. Xxxx By: /s/ Xxxxxx X. Xxxxxxxx
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Name: X.X. Xxxx Name: Xxxxxx X. Xxxxxxxx
Title: Senior Director Title: Vice President
Asia Marketing & Technical Service & Chief Financial Officer
* CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR
REDACTED PORTIONS WHICH HAVE BEEN FILED SEPARATELY
WITH THE COMMISSION.
