Change of Control Agreement between Tessera Technologies, Inc. and Bruce M. McWilliams
This agreement between Tessera Technologies, Inc. and Bruce M. McWilliams outlines benefits if there is a change of control at the company. If, within 12 months of such a change, Mr. McWilliams is terminated or resigns for specific reasons (such as relocation or reduced salary/duties), he will receive six months of base salary and accelerated vesting of unvested stock for twelve months. The agreement defines what constitutes a change of control and overrides any conflicting terms in previous employment agreements.
Exhibit 10.23
[GRAPHIC APPEARS HERE]
| Tessera Technologies, Inc. 3099 Orchard Drive San Jose, CA 95134 Phone: (408) 894-0700 Fax: (408) 894-0768 |
November 19, 2001
Mr. Bruce McWilliams
1641 Tiber Court
San Jose, CA 95138
Dear Bruce,
As authorized by Tessera’s Board of Directors on October 16, 2001, if there is a change of control at the Company and within 12 months thereafter either 1) your employment is terminated or, 2) you terminate your employment for good reason, the following terms shall apply:
| 1. | Severance package consisting of six months of base salary |
| 2. | Twelve months acceleration of unvested shares of common stock |
Change of control shall mean:
| 1. | Any merger or combination with or into a third party, or |
| 2. | The sale of all or substantially all of the assets of the Company |
Good reason shall apply under any of the following:
| 1. | Employee relocation to more than 30 miles from the current facility. |
| 2. | A reduction in base salary or in job related duties. |
Page 2
The terms of this addendum to your employment agreement supercede any earlier conflicting terms in your employment agreement with Tessera. If the foregoing correctly sets forth our understanding, please sign one copy of the letter and return it to Human Resources, whereupon this letter shall constitute a binding agreement.
Sincerely,
/s/ Michael Forman
Michael Forman
Chief Financial Officer
VP Finance & Administration
Agreed to and accepted:
| Signature: | /s/ Bruce McWilliams | |
| Printed Name: | Bruce McWilliams | |
| Date: | Nov 20, 2001 |
