Amendment No. 4 to Option Agreement II between Adaptec Manufacturing (S) Pte. Ltd. and Taiwan Semiconductor Manufacturing Co., Ltd.

Summary

This amendment updates the existing Option Agreement II between Adaptec Manufacturing (S) Pte. Ltd. and Taiwan Semiconductor Manufacturing Co., Ltd., effective March 1, 2001. It revises the agreement's publicity and confidentiality terms, specifying how and when information about the agreement can be disclosed, and allows for termination if these terms are breached. The amendment also replaces certain exhibits related to capacity commitments and option fees, while leaving other terms unchanged.

EX-10.15 2 a2052693zex-10_15.htm EX 10.15 Prepared by MERRILL CORPORATION
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EXHIBIT 10.15

AMENDMENT NO. 4 TO OPTION AGREEMENT II

* Confidential Treatment Requested: Portions of this document have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

This Amendment No. 4 to Option Agreement II (the "Amendment No. 4") is effective as of March 1, 2001 (the "Effective Date") by and between Adaptec Manufacturing (S) Pte. Ltd., a company organized under the laws of Singapore, with its current registered address at 6 Battery Road, 532-00, Singapore 049909 ("Customer"), and Taiwan Semiconductor Manufacturing Co., Ltd., a company organized under the laws of the Republic of China, with its registered address at No. 121, Park Avenue 3, Science-Based Industrial Park, Hsin-Chu, Taiwan, Republic of China ("TSMC"), for the purpose of amending the Option Agreement II entered into by Customer and TSMC on October 23, 1995 (the "Option Agreement II") as follows:

1.: Replace Section 20 from Amendment No. 4 with the following:

"Section 20 Non-Publicity

(a) No publicity or information regarding the existence or contents of this Agreement shall be given or released by either party in any case, other than as required by law. In the event that any applicable law or regulation requires the disclosure of this Agreement, the disclosing party must provide details of the disclosure request prior to submission of such information to the requesting authority.

(b) The exchange of information by either party for the purposes of review of the contents prior to disclosure as described in the foregoing Section 20(a) will be handled directly by the TSMC and Customer representatives responsible for official company communications and public relations:

		For TSMC
		Name:		Rick Tsai
		Title:		Executive Vice President, Worldwide Marketing and Sales
		Address:		No. 121, Park Avenue 3, Science-Based Industrial Park, Hsin-Chu, Taiwan, Republic of China
		Telephone No:		011-886-3 ###-###-####
		Fax No:		011-886-3 ###-###-####
		CC to:
		Name:		David Keller
		Title:		Vice President, Business Management, TSMC North America
		Address:		2585 Junction Avenue, San Jose, CA 95134, USA
		Telephone No:		408 ###-###-####
		Fax No:		408 ###-###-####
		For Customer
		Name:		Dolores Marciel
		Title:		Vice President of Worldwide Materials, Adaptec, Inc.
		Address:		691 South Milpitas Boulevard, Milpitas, CA95035, USA
		Telephone No:		408 ###-###-####
		Fax No:		408 ###-###-####

(c) In the event that either party breaches Section 20(a) of this Agreement, the non-breaching party may terminate this Agreement immediately with a 180 days written notice to the breaching party pursuant to Section 7(c) of this Agreement."

2.: Replace Exhibits B and D with the new Exhibits B and D attached hereto.
3.: All the other terms and conditions of the Option Agreement II and prior Amendments, shall remain unchanged to the extent not in conflict with the terms and conditions in this Amendment No. 4.

Taiwan Semiconductor Manufacturing Co., Ltd.		Adaptec Manufacturing (S) Pte. Ltd.
/s/ RICK TSAI Name: Rick Tsai Title: Executive Vice President		/s/ DOLORES MARCIEL Name: Dolores Marciel Title: Vice President of Worldwide Materials
	Worldwide Marketing & Sales

Exhibit B
CUSTOMER/TSMC COMMITTED CAPACITY

Unit: K 6" Wafer Equivalent

	2001	2002	2003	2004
Base Capacity (For Options)	[*]	[*]	[*]	[*]
X% of Base Capacity	[*]	[*]	[*]	[*]
Option	[*]	[*]	[*]	[*]
TSMC Committed Capacity (Base Capacity + Option Capacity)	[*]	[*]	[*]	[*]
Customer Committed Capacity (X% Base Capacity + Option Capacity)	[*]	[*]	[*]	[*]

Option Capacity [*] wafers times US $[*] per wafer = US $8.4 Million for 2001

Option Capacity [*] wafers times US $[*] per wafer = US $8.4 Million for 2002

Option Capacity [*] wafers times US $[*] per wafer = US $20 Million for years 2003 and 2004

[*] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Exhibit D
OPTION FEE

Year	Option Capacity (Unit: Wafer Equivalent)	Option Fee (Unit: US$)	Due Date
2000	[*]	$8.4M	Paid
2001	[*]	$8.4M	Paid
2002	[*]	$8.4M	Paid
2003	[*]	$10M	Paid
2004	[*]	$10M	Paid

[*] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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AMENDMENT NO. 4 TO OPTION AGREEMENT II
Exhibit B
Exhibit D