Confidential treatment requested pursuant to a confidential treatment request
filed with the Securities and Exchange Commission.
CONFIDENTIAL TREATMENT REQUESTED
[*] Denotes information for which confidential
treatment has been requested. Confidential portions
omitted have been filed separately with the Commission.
Amendment to Option Agreement
This Amendment, made to Option Agreement between C-Cube
Microsystems, and Taiwan Semiconductor Manufacturing Co., Ltd., dated
May 18, 1996 (the "Option Agreement"), is effective as of May 30, 1997
(the "Effective Date") by and between C-Cube Microsystems, a company
organized under the laws of California, USA, with its registered
address at 0000 XxXxxxxx Xxxxxxxxx, Xxxxxxxx, XX 00000, XXX
("Customer"), and Taiwan Semiconductor Manufacturing Co., Ltd., a
company organized under the laws of the R.O.C, with its registered
address at Xx.000, Xxxx Xxx. 0, Xxxxxxx-Xxxxx Xxxxxxxxxx Xxxx,
Xxxxxxx, Taiwan, R.O.C ("TSMC").
In consideration of mutual covenants and conditions, both
parties agree to amend the Option Agreement as follows:
I. Defined terms used herein but not defined herein shall have the
meaning set forth in the Option Agreement.
II. Amend Sections 1(a), 1(b), 1 (f), 5(b), 11 and 15 as follows:
1(a) "Base Capacity" used in this Agreement shall mean the base
amount of annual Wafer capacity, which is set forth in Exhibit B.
1(b)"Customer Committed Capacity" used in this Agreement shall
mean the total of [*] of the Base Capacity and [*] of the Option
Capacity that Customer agrees to purchase from TSMC pursuant to
this Agreement, and is set forth in Exhibit B.
1(f) "Wafer" used in this Agreement shall mean 6" physical wafer
without reference to technology and geometry. The conversion rate
from 6" wafer to 8" wafer shall be [*].
5(b) Within seven (7) days upon execution hereof, TSMC shall
return to Customer the promissory note in the amount of [*] to
Customer.
11. This Agreement, including Exhibits B-E and the Amendment,
constitutes the entire agreement between the parties with
respect to the subject matter hereof, and supersedes and
replaces all prior or contemporaneous understanding,
agreements, dealings and negotiations, oral or written,
regarding the subject matter hereof. In the event any provision
of this Agreement conflicts with the Amendment, this Amendment
shall govern with respect to the subject matter therein. No
modification, alteration or amendment of this Agreement shall
be effective unless made in writing and signed by both parties.
No waiver of any breach or failure by either party to enforce
any provision of this Agreement shall be deemed a wavier of any
other or subsequent breach, or a waiver of future enforcement
of that or any other provision.
15. Both parties shall keep in strict confidence the existence
and contents of this Agreement and the Amendment, and take best
precaution possible to prevent any unauthorized disclosure or
use thereof. Both parties agree that no disclosure of this
Agreement, the Amendment or any matters relating hereto may be
made without the disclosing party first providing the proposed
disclosure to the other party two weeks in advance for consent
and reasonable changes. In the event disclosure is required by
laws or governmental regulations, the disclosing parry shall
provide the other party two weeks prior written notice and give
the other party the opportunity to protest, participate in
preparing disclosure or make reasonable changes thereto.
III. Add to the End of Section 6(a)
[*]
Add to the End of Section 7(e)
"In no event shall either party be liable for indirect,
consequential, or special damage arising from this Agreement or
its performance."
IV. Delete Original Exhibit A, Replace Original Exhibits B and D with
New Exhibits B and D.
C-Cube Microsystems Taiwan Semiconductor
Manufacturing Co., Ltd.,
BY: /s/ Xxxxxxxxx X. Xxxxxxxxx BY: /s/ Xxxxxx Xxxxx
---------------------------- ------------------
Xxxxxxxxx X. Xxxxxxxxx Xxxxxx Xxxxx
President Chairman
Confidential treatment requested pursuant to a confidential treatment request
filed with the Securities and Exchange Commission.
EXHIBIT B
C-CUBE MICROSYSTEMS/TSMC
COMMITTED CAPACITY
[*]
Confidential treatment requested pursuant to a confidential treatment request
filed with the Securities and Exchange Commission.
EXHIBIT D
OPTION FEE
[*]
