FORM OF LETTER AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 8th, 2012 • Mips Technologies Inc • Semiconductors & related devices
AGREEMENT AND PLAN OF MERGER By and Among IMAGINATION TECHNOLOGIES GROUP PLC, IMAGINATION ACQUISITION SUB, INC., and MIPS TECHNOLOGIES, INC. Dated as of November 5, 2012Agreement and Plan of Merger • November 8th, 2012 • Mips Technologies Inc • Semiconductors & related devices • Delaware
—1— 1998 Plan 60 —2— 2002 Plan 60 —A— Acceptable Confidentiality Agreement 60 Acquisition Sub 1 Adverse Recommendation Change 41 Aggregate Merger Consideration 60 Agreement 1 Alternative Acquisition Agreement 40 Alternative Patent Sale Agreement 36 Antitrust Laws 13 Assigned Patent License Agreement 60 —B— Balance Sheet Date 16 Blue Sky Laws 60 Book-Entry Shares 3 Business Day 60 —C— Certificate of Merger 2 Certificates 3 Closing 2 Closing Date 2 Code 60 Company 1 Company Benefit Plan 60 Company Common Stock 1 Company Disclosure Schedule 9 Company Employees 19, 45 Company ESPP 8 Company Intellectual Property Rights 20 Company Lease 60 Company Material Adverse Effect 48, 61 Company Material Contract 23 Company Option 62 Company Permits 13 Company Plans 62 Company Recommendation 62 Company Related Parties 53 Company Restricted Stock Units 62 Company SEC Documents 14 Competing Proposal 42
