Amendment Number Eleven to the Amended and Restated Wafer Supply Agreement, between Power Integrations International, Ltd. and Lapis Semiconductor Co., Ltd. (formerly OKI Semiconductor Co., Ltd.), effective as of December 20, 2019
EX-10.2 3 powi-ex1022020331q1.htm EXHIBIT 10.2 Exhibit
[ ] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AMENDMENT NUMBER ELEVEN TO AMENDED AND RESTATED
WAFER SUPPLY AGREEMENT
This Amendment Number Eleven (the "Amendment"), is effective as of December 20, 2019 (the "Amendment Effective Date"), and amends the Amended and Restated Wafer Supply Agreement that is effective as of April 1, 2003, as further amended by Amendment Number One that is effective as of August 11, 2004, Amendment Number Two, that is effective as of April 1, 2008, Amendment Number Three, that is effective as of June 9, 2008, Amendment Number Four, that is effective as of June 13, 2008, Amendment Number Five that is effective as of November 14, 2008, Amendment Number Six that is effective as of November 1, 2015, Amendment Number Seven that is effective as of August 8, 2016, Amendment Number Eight that is effective as of July 26, 2017, Amendment Number Nine that is effective as of February 6, 2019, and amendment Number 10 that is effective as of December 16, 2019 (the "Agreement"), by and between Lapis Semiconductor Co., Ltd., a Japanese corporation having its registered head office at 2-4-8 Shinyokohama, Kouhoku-ku Yokohama ###-###-#### Japan ("Lapis"), and Power Integrations, Ltd. d.b.a. Power Integrations International, Ltd. ("PI") a Cayman Islands corporation having its principal place of business at 4th Floor, Century Yard, Cricket Square, Elgin Avenue, P.O. Box 32322, Grand Cayman K Y 1-1209. Unless specifically designated otherwise, capitalized terms used herein shall have the same meanings given them in the Agreement.
WHEREAS, PI and LAPIS desire to amend the terms of the Agreement; and
WHEREAS, in accordance with Section 18. 10 of the Agreement, the Agreement may be amended only by an instrument in writing duly executed by authorized officers of LAPIS and PI.
Now, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby amend the Agreement as follows:
Add the following new sections to ARTICLE 1. DEFINITIONS.
1.29 [*] Wafers made in the [*] process.
1.30 [*] Wafers made in the [*] process.
1.31 [*] Wafers made in the [*] process.
In ARTICLE 24:
In Section 24.2, replace all recitations of [*] with [*].
In Section 24.4.l, add the following new paragraphs:
The base price for an additional [*] to [*] [*] wafers per month manufactured in [*] will be priced at the base price of the [*] wafers manufactured in Lapis [*], plus [*].
Starting [*], Lapis will reduce the base price for [*] wafers manufactured at the Lapis [*] plant to [*] such that the total value [*] of the above [*] [*] [*] price [*] the total value of the [*] [*] wafer price [*] during [*] and thereafter.
At the end of each calendar quarter beginning at the end of [*], PI and Lapis will exchange [*] or [*], as the case may be, to account for any mismatch of the total value [*] of the [*] [*] [*] and the Lapis [*] wafer [*], for each such calendar quarter.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives, effective as of the Amendment Effective Date.
LAPIS SEMICONDUCTOR CO., LTD.
POWER INTEGRATIONS, LTD. d.b.a. POWER INTEGRATIONS INTERNATIONAL, LTD.
Signature: /Akira Yamazaki/
Signature: /Raja Petrakian/
Name: Akira Yamazaki
Name: Raja Petrakian
Title: General Manager
Title: President and Director
January 21, 2020