SMART MODULAR TECHNOLOGIES (WWH), INC. FORM OF AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • January 10th, 2006 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices
This Amended and Restated Indemnification Agreement (the “Agreement”) is made as of December , 2005 by and between SMART Modular Technologies (WWH), Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and (the “Indemnitee”).
Page ARTICLE 1 Definitions Section 1.01. Definitions 1 ARTICLE 2 Corporate Governance Section 2.01. Composition of the Board 10 Section 2.02. Removal 11 Section 2.03. Vacancies 11 Section 2.04. Action by the Board; Shareholders 12 Section 2.05....Shareholders Agreement • January 10th, 2006 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • Delaware
SHAREHOLDERS’ AGREEMENT dated as of [___], 2006 (the “Agreement”) among (i) SMART Modular Technologies (WWH), Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), (ii) T3 II SM, LLC (“T3 II”), TPG III SM, LLC (“TPG III”) and TPG IV SM, LLC (“TPG IV”) (taken together, the “TPG Entities,” and each of the foregoing in this clause (ii), a “TPG Entity”), (iii) Francisco Partners, L.P. (“FP”), Francisco Partners Fund A, L.P. (“FP Fund A”) and FP Annual Fund Investors, LLC (“FP Annual Fund”) (taken together, the “FP Entities,” and each of the foregoing in this clause (iii), an “FP Entity”), (iv) Shah Capital Partners, L.P. (“Shah Capital”), (v) WestRiver Capital LLC, (vi) Patel Family Partners, L.P. and (vii) such additional persons as may sign joinder agreements to this Agreement.
FORM OF AMENDMENT NO. 1 TO ADVISORY AGREEMENTAdvisory Agreement • January 10th, 2006 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • California
This Amendment No. 1 to the Advisory Agreement (this “Amendment”) is made and entered into as of by and between SMART Modular Technologies, Inc. (“SMART”) and TPG GenPar III, L.P., TPG GenPar IV, L.P. and T3 GenPar II, L.P. (collectively, the “Advisors”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Advisory Agreement dated as of April 16, 2004 by and between SMART and the Advisors (the “Original Agreement”).
FORM OF AMENDMENT NO. 2 TO ADVISORY AGREEMENTAdvisory Agreement • January 10th, 2006 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • California
This Amendment No. 2 to the Advisory Agreement (this “Amendment”) is made and entered into as of by and between SMART Modular Technologies, Inc. (“SMART”) and SCP Management Company, L.L.C. (the “Advisor”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Advisory Agreement dated as of April 16, 2004 by and between SMART and the Advisor, as amended (the “Original Agreement”).
FORM OF AMENDMENT NO. 1 TO ADVISORY AGREEMENTAdvisory Agreement • January 10th, 2006 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • California
This Amendment No. 1 to the Advisory Agreement (this “Amendment”) is made and entered into as of by and between SMART Modular Technologies, Inc. (“SMART”), Francisco Partners, L.P. and Francisco Partners Management, LLC (the “Advisor”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Advisory Agreement dated as of April 16, 2004 by and between SMART and the Advisor (the “Original Agreement”).
Option Agreement under the SMART Modular Technologies (WWH), Inc. Amended and Restated Stock Incentive PlanOption Agreement • January 10th, 2006 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices
SMART Modular Technologies (WWH), Inc. (the “Company”), hereby grants as of the date of grant set forth above (the “Grant Date”) to the above-named optionee (“Optionee”) an option (the “Option”) to purchase from the Company, for the price per share set forth above, the number of shares of ordinary share of the Company (“Shares”) set forth above pursuant to the SMART Modular Technologies (WWH), Inc. Amended and Restated Stock Incentive Plan (the “Plan”).
