EMPLOYEE MATTERS AGREEMENT by and among XPERI HOLDING CORPORATION and XPERI INC. dated as ofEmployee Matters Agreement • August 26th, 2022 • Xperi Inc. • Services-prepackaged software • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of [•], 2022, by and among Xperi Holding Corporation, a Delaware corporation (“RemainCo”) and Xperi Inc., a Delaware corporation and a subsidiary of RemainCo (“SpinCo”). RemainCo and SpinCo are sometimes referred to herein individually as a “Party,” and collectively as the “Parties”. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement, shall have the meaning given to such terms in the Separation and Distribution Agreement by and between the Parties, dated as of [•], 2022 (the “Separation Agreement”).
XPERI INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • August 26th, 2022 • Xperi Inc. • Services-prepackaged software • Delaware
Xperi Inc., a Delaware corporation (the “Company”), pursuant to its 2022 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Common Stock (“Shares”) set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.
TAX MATTERS AGREEMENT by and between ADEIA INC. and XPERI INC. Dated as of [•]Tax Matters Agreement • August 26th, 2022 • Xperi Inc. • Services-prepackaged software • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is dated as of [•], by and between Adeia Inc. (f/k/a Xperi Holding Corporation), a Delaware corporation (“IP RemainCo”), and Xperi Inc. (f/k/a TiVo Product HoldCo Corporation), a Delaware corporation (“Product SpinCo”). Each of IP RemainCo and Product SpinCo is sometimes referred to herein as a “Party” and collectively, as the “Parties.”
TRANSITION SERVICES AGREEMENT by and between ADEIA INC. and XPERI INC. Dated [•]Transition Services Agreement • August 26th, 2022 • Xperi Inc. • Services-prepackaged software • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [•], (the “Effective Date”), by and between Adeia Inc., a Delaware corporation (“Service Recipient”), and Xperi Inc., a Delaware corporation (“Service Provider”). Each of Service Recipient and Service Provider is sometimes referred to herein as a “Party” and collectively, as the “Parties.”
EMPLOYMENT AND SEVERANCE AGREEMENTEmployment and Severance Agreement • August 26th, 2022 • Xperi Inc. • Services-prepackaged software • California
This Employment and Severance Agreement (“Agreement”) is made by and between Xperi Corporation, a Delaware corporation (the “Company”), and Jon Kirchner (“Executive”), effective as of April 28, 2017 (such date, the “Effective Date”). For purposes of this Agreement (other than Section 1(c) below), the “Company” shall mean the Company and its subsidiaries.
XPERI INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 26th, 2022 • Xperi Inc. • Services-prepackaged software • Delaware
Xperi Inc., a Delaware corporation (the “Company”), pursuant to its 2022 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an award of restricted stock units (“RSUs” or “Restricted Stock Units”) representing a right to receive a number of shares of the Company’s common stock, par value $0.001 (the “Shares”). This award for RSUs (this “Award”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “RSU Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the RSU Agreement.
DATA SHARING AGREEMENT by and between ADEIA INC. and XPERI INC. Dated [•]Data Sharing Agreement • August 26th, 2022 • Xperi Inc. • Services-prepackaged software • Delaware
This DATA SHARING AGREEMENT (this “Agreement”), dated as of [•], (the “Effective Date”), by and between Adeia Inc., a Delaware corporation (“IP RemainCo”), and Xperi Inc., a Delaware corporation (“Product SpinCo”). Each of IP RemainCo and Product SpinCo is sometimes referred to herein as a “Party” and collectively, as the “Parties.”
SEPARATION AND DISTRIBUTION AGREEMENT by and between ADEIA INC. and XPERI INC. Dated as of [•]Separation and Distribution Agreement • August 26th, 2022 • Xperi Inc. • Services-prepackaged software • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [•], by and between Adeia Inc. (f/k/a Xperi Holding Corporation), a Delaware corporation (“IP RemainCo”) and Xperi Inc. (f/k/a TiVo Product HoldCo Corporation), a Delaware corporation (“Product SpinCo”). Each of IP RemainCo and Product SpinCo is sometimes referred to herein as a “Party” and collectively, as the “Parties.”
CROSS BUSINESS LICENSE AGREEMENT BETWEEN XPERI INC. AND ADEIA INC. ADEIA MEDIA LLC ADEIA MEDIA HOLDINGS LLC EFFECTIVE AS OF [•]Cross Business License Agreement • August 26th, 2022 • Xperi Inc. • Services-prepackaged software • Delaware
This CROSS BUSINESS LICENSE AGREEMENT (this “Agreement”) is effective as of [•] (the “Effective Date”), by and between Xperi Inc. (f/k/a TiVo Product HoldCo Corporation), a corporation organized under the laws of Delaware, whose principal place of business is located at 2160 Gold Street, San Jose, CA 95002 (“ProductCo”) on behalf of itself and its Affiliates, Adeia Inc. (f/k/a Xperi Holding Corporation), a corporation organized under the laws of Delaware (“Adeia”) on behalf of itself and its Affiliates, Adeia Media LLC (f/k/a Rovi LLC), a limited liability company organized under the laws of Delaware (“Adeia Media”) on behalf of itself and its Affiliates, and Adeia Media Holdings LLC (f/k/a TiVo LLC), a limited liability company organized under the laws of Delaware (“Adeia Media Holdings”) on behalf of itself and its Affiliates, each of whose principal place of business is located at 3025 Orchard Parkway, San Jose, CA 95134 (Adeia, Adeia Media and Adeia Media Holdings collectively, “IP
AMENDMENT TO EMPLOYMENT AND SEVERANCE AGREEMENTEmployment and Severance Agreement • August 26th, 2022 • Xperi Inc. • Services-prepackaged software
This AMENDMENT TO EMPLOYMENT AND SEVERANCE AGREEMENT (“Amendment”), is made by and between Xperi Holding Corporation, a Delaware corporation (“Company”), and Jon Kirchner (“Executive”) (collectively the “Parties”), effective as of September 29, 2020 (“Effective Date”).
FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENTForm of Change in Control Severance Agreement • August 26th, 2022 • Xperi Inc. • Services-prepackaged software • California
This Change in Control Severance Agreement (“Agreement”) is made by XXX and between Xperi Inc., a Delaware corporation (the “Company”), and (“Executive”), effective as of XXX, 20XX (such date, the “Effective Date”). For purposes of this Agreement (other than Section 1(c) below), the “Company” shall mean the Company and its subsidiaries.
FORM OF SEVERANCE AGREEMENTForm of Severance Agreement • August 26th, 2022 • Xperi Inc. • Services-prepackaged software • California
This Severance Agreement (“Agreement”) is made by XXX and between Xperi Inc., a Delaware corporation (the “Company”), effective as of XXX, 20XX (such date, the “Effective Date”). For purposes of this Agreement, the “Company” shall mean the Company and its subsidiaries.
FORM OF XPERI INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 26th, 2022 • Xperi Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (the “Agreement”) is made as of , 20 by and between Xperi Inc., a Delaware corporation (the “Company”), and [NAME] (the “Indemnitee”).
