Amendment to Section Contract Clauses (985)

Amendment to Section. Section 1.1 (Definitions) of the Private Placement Agreement is hereby amended by substituting the definition of the term of Phase Two Party Outside Date with the following: "Phase Two Party Outside Date" means the date that is December 30, 2016 and by which the relevant party has executed this Agreement or a Joinder Agreement.

Amendment to Section. Section 4 is amended to include the following subsection d. thereunder, which shall read as follows (and the current subsections d. and e. are renumbered to be e. and f., respectively): "d. To the extent permitted by applicable law, the Board of Directors or Committee may from time to time delegate to a committee of one or more members of the Board of Directors or one or more executive officers of the Company the authority to grant or amend Awards; provided, however, that in no event shall an ex...ecutive officer be delegated the authority to grant awards to, or amend awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act or (b) executive officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder. Any delegation hereunder shall be subject to the restrictions and limits that the Board of Directors or Committee specifies at the time of such delegation, and the Board of Directors may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 4(d) shall serve in such capacity at the pleasure of the Board of Directors and the Committee."2. Effect on the Plan. Except as specifically amended by this Amendment, the Plan shall remain in full force and effect.3. Governing Law. This Amendment shall be governed by and construed according to the laws of the State of Delaware without regard to its principles of conflict of laws. EX-10.2 2 exhibits102.htm EXHIBIT 10.2 Exhibit AMENDMENT TO THE CYPRESS SEMICONDUCTOR CORPORATION 2012 INCENTIVE AWARD PLANThis amendment (the "Amendment") to the Cypress Semiconductor Corporation 2012 Incentive Award Plan (the "Plan"), is made and entered into effective as of February 16, 2018. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.RECITALSWHEREAS, the Board of Directors of Cypress Semiconductor Corporation (the "Company") desires, pursuant to its authority under Section 19(a) of the Plan, to amend the Plan to broaden the Administrator's delegation authority under the Plan;NOW, THEREFORE, the Plan shall be amended as follows:1. Amendment to Section 4. Section 4 is amended to include the following subsection d. thereunder, which shall read as follows (and the current subsections d. and e. are renumbered to be e. and f., respectively): "d. To the extent permitted by applicable law, the Board of Directors or Committee may from time to time delegate to a committee of one or more members of the Board of Directors or one or more executive officers of the Company the authority to grant or amend Awards; provided, however, that in no event shall an executive officer be delegated the authority to grant awards to, or amend awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act or (b) executive officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder. Any delegation hereunder shall be subject to the restrictions and limits that the Board of Directors or Committee specifies at the time of such delegation, and the Board of Directors may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 4(d) shall serve in such capacity at the pleasure of the Board of Directors and the Committee."2. Effect on the Plan. Except as specifically amended by this Amendment, the Plan shall remain in full force and effect.3. Governing Law. This Amendment shall be governed by and construed according to the laws of the State of Delaware without regard to its principles of conflict of laws. View More

Amendment to Section. Section 6.3(h) of the Merger Agreement is hereby deleted in its entirety and replaced with the following: "(h) [reserved]." 2. Amendment to Section 7.1(b). Section 7.1(b) of the Merger Agreement is hereby deleted in its entirety and replaced with the following: "(b) by either Parent or the Company if the Closing has not occurred at or before 5:00 p.m. Eastern Time on November 30, 2022 (the "Termination Date"); provided that the right to terminate this Agreement pursuant to this Section 7.1(b) sh...all not be available to any Party whose action or failure to act has been a principal cause of or primarily resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement;" 3. Counterparts. This Amendment may be executed by the parties in counterparts, and the executed counterparts shall be deemed by the parties as a single executed and binding document and may be delivered by facsimile to the parties and their counsel. View More

Amendment to Section. Section 3 of the Executive Agreement is hereby and replaced in its entirety as follows: (a) Base Salary. Effective June 1, 2020 and continuing until May 31, 2021 (the "Initial Term"), the Company will pay Executive as compensation for Executive's services a base salary at a rate of $412,500 annually (the "Base Salary"). Following the Initial Term, unless otherwise agreed by Executive and the Company, the Base Salary shall increase to $550,000. The Base Salary will be paid in regular installments... in accordance with the Company's normal payroll practices (subject to required withholding). Any increase or decrease in Base Salary (together with the then existing Base Salary) shall serve as the "Base Salary" for future employment under this Agreement. The first and last payment will be adjusted, if necessary, to reflect a commencement or termination date other than the first or last working day of a pay period. (b) Annual Bonus. Executive will also be eligible to earn an annual discretionary bonus (an "Annual Bonus") with a target amount equal to 50% of the greater of the Base Salary as defined in Section 3(a) and $550,000. The amount of the Annual Bonus, if any, will be determined in the sole discretion of the Board and based, in part, on Executive's performance and the performance of the Company during the calendar year. The Company will pay Executive the Annual Bonus, if any, by no later than March 15th of the following calendar year. The Annual Bonus is not earned until paid and no pro-rated amount will be paid if Executive's employment terminates for any reason prior to the payment date, provided, however, that if Executive's employment is terminated by Company without Cause after the Annual Bonus is declared but before it is paid, then despite such termination Executive will be entitled to receive the declared Annual Bonus at the time it otherwise would have been paid. (c) Retention Bonus Eligibility. If (i) Executive's employment continues through June 1, 2021 ("First Retention Date") and Executive has neither resigned nor retired prior to the First Retention Date, or (ii) the Company terminates Executive's employment without Cause (the date of such termination, the "Severance Date") prior to the First Retention Date, the Company will pay Executive a lump sum retention bonus of $137,500, subject to applicable deductions and withholdings. Provided Executive's employment continues through the earlier of (i) a Change of Control as defined in the Company's 2019 Equity Incentive Plan, or (ii) December 31, 2021, upon the closing of the Change of Control or on the next regular payroll date on or following December 31, 2021, as applicable, the Company will pay Executive an additional lump sum retention bonus of $34,375, subject to applicable deductions and withholdings. 1 (d) Stock Option. Subject to approval by the Board or a committee of the Board, the Company shall grant Executive an option to acquire 150,000 shares of common stock of the Company (the "Option"). The Option shall have an exercise price equal to the Company's fair market value on the grant date and shall vest, subject to Executive's continued employment with the Company, in 24 equal monthly installments with the first installment vesting on July 1, 2020. The Option shall be subject to the Company's 2019 Equity Incentive Plan and the option agreement evidencing the Option. (e) Tax Equalization and Related Benefits. Executive and the Company acknowledge and agree that the Company will require Executive to spend a significant portion of his time working in Canada. As a result, Executive's gross Base Salary and Annual Bonus will be subject to equalization for non-U.S. taxes so that, to the extent the Company requires Executive to work in Canada, Executive's net after-tax compensation from the Company is treated as though employed exclusively in the United States and paid in U.S. Dollars. The Company will engage an accounting firm to assist with the equalization calculations described in the preceding sentence. The Company will pay or reimburse Executive for any expenses necessary for Executive to conduct business in Canada if Executive is required by the Company to conduct business in Canada (e.g., work permits or similar immigration-related authorization). In addition, the Company will reimburse Executive, in an amount not to exceed an aggregate of $12,000 per year, for accounting and legal expenses incurred in connection with advice, preparation, filing and defense, if applicable, of Executive's personal Canadian income tax return and for any added complexity to Executive's U.S. tax return. View More

Amendment to Section. Clause (i) of Section 7.1 of the Rights Agreement is hereby amended and restated to read as follows: "(i) the close of business on February 15, 2023 (the ‘Final Expiration Date')".

Amendment to Section. (a)Section 1(b) of the Rights Agreement is hereby amended to read in its entirety "[intentionally omitted]". (b)Clause (A) of Section 1(d)(iii) of the Rights Agreement is hereby amended to read in its entirety "[intentionally omitted]". Section 2. Effective Date; Certification. This Amendment shall be deemed effective as of the date first written above, as if executed on such date. The duly authorized officer of the Company executing this Amendment hereby certifies to the Rights Agent that the a...mendment to the Rights Agreement set forth in this Amendment is in compliance with Section 27 of the Rights Agreement and the certification contained in this Section 2 shall constitute the certification required by Section 27 of the Rights Agreement.Section 3. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.Section 4. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and 1 effect and shall in no way be affected, impaired or invalidated. If any such excluded term, provision, covenant or restriction shall affect the rights, immunities, duties or obligations of the Rights Agent in a materially adverse manner, then the Rights Agent shall be entitled to resign immediately upon written notice to the Company. Section 5. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or other customary means of electronic transmission (e.g., "pdf") shall be as effective as delivery of a manually executed counterpart hereof. Section 6. No Modification. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Rights Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Section 7. Headings. The headings of the sections of this Amendment have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions hereof. View More

Amendment to Section. Section 2.1(b) of the Merger Agreement is hereby amended and restated in its entirety to read as follows: (b)Conversion of Company Units. Subject to the other provisions of this Article II, each Company Unit issued and outstanding immediately prior to the Metuchen Effective Time shall be converted into (i) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the quotient resulting from the formula of (A) 82,587,877 divided by (B) the number of Company ...Outstanding Units (the "Company Exchange Ratio"); provided, however, that if the Parties mutually agree, for Nasdaq listing purposes, then the Company Exchange Ratio may be adjusted, in which case any other ratios described herein that would be impacted by such change shall be proportionately adjusted and (ii) the right to receive a number of shares of Parent Common Stock, subject to and upon the conditions set forth in Section 2.9 (such shares referred to in clauses (i) and (ii), collectively, the "Company Merger Consideration"). View More

Amendment to Section. Section 1.01 of the Credit Agreement is hereby amended in the following manner: (a) The definition of "Maturity Date" is hereby deleted in its entirety and replaced with the following: ""Maturity Date": July 1, 2020." (b) The definition of "Principal Installment Amount" is hereby deleted in its entirety and replaced with the following: ""Principal Installment Amount": $7,925,303 on the December 1, 2019 Principal Payment Date, $5,755,207 on the April 30, 2020 Principal Payment Date and $7,273,085... on the Maturity Date." (c) The definition of "Principal Payment Date" is hereby deleted in its entirety and replaced with the following: ""Principal Payment Date": each of December 1, 2019, April 30, 2020 and the Maturity Date; except that any Principal Payment Date that falls on a day which is not a Business Day shall instead occur on the following Business Day." Section 2. Ratification. Except as amended hereby, the Credit Agreement continues and shall remain in full force and effect in all respects and each of the parties hereby confirms and ratifies its obligations thereunder. From and after the date hereof, each and every reference in the Credit Agreement to "this Agreement", "herein", "hereof' or similar words and phrases referring to the Credit Agreement or any word or phrase referring to a section or provision of the Credit Agreement is deemed for all purposes to be a reference to the Credit Agreement or such section or provision as amended pursuant to this Amendment. Section 3. Counterparts. This Amendment may be signed in counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same Amendment. Section 4. Governing Law. This Amendment shall in all respects be governed by and construed in accordance with the laws of the state of New York, including all matters of construction, validity and performance. View More

Amendment to Section. Section 8.5 of the Agreement is hereby amended by inserting the following new subsection (e) after subsection (d): "(e) Purchaser hereby agrees that in connection with the Special Tax Indemnity, Seller will assert itself as the primary obligor in respect of such indemnified PRC Tax obligations in all dealings with any relevant PRC Tax Authority (including any action to adjust or collect such assumed Tax liabilities)." 8. Amendment to Section 10.1(f) of the Agreement. Section 10.1(f) of the Agree...ment is hereby amended and restated in its entirety by replacing it with the following: "(f) by either the Purchaser or the Seller, at any time prior to the Closing, if the transactions contemplated herein are not consummated by May 20, 2020." 9. Amendment to Table of Contents of the Agreement. The Table of Contents to the Agreement shall automatically, without any further action of any party, be deemed amended to reflect conforming changes to the amendments to the Agreement provided for in this Amendment, including, without limitation, by (i) adding a reference to "Section 2.9 – Deferred Shares" on page -i- immediately after the reference to Section 2.8, (ii) deleting "Effect of Purchaser Stockholder Redemptions" on page -iii- and replacing it with "Sponsor Support Agreement Transactions", (iii) deleting "Blue Impact Warrant Tender Offer" on page -iii- and replacing it with "Warrant Amendment"; (iv) deleting "Form of Redemption Side Letter" in the list of Exhibits and replacing it with "Form of Sponsor Support Agreement", (v) adding "J –Waiver Agreement" in the list of Exhibits, and (vii) adding "K – Registration Rights Waiver Agreement" in the list of Exhibits. View More

Amendment to Section. Section 1.1 of the Note is hereby amended and restated in its entirety to read as follows: "1.1. Payment of Principal and Interest. Interest shall accrue and be computed on the unpaid Principal Amount from the date of this Note at the rate of eight percent (8%) per annum on the basis of a 365 day year. The Principal Amount and all interest accrued and unpaid thereon shall become due and payable on June 30, 2021 (the "Maturity Date"). Upon payment in full of all Principal Amount and accrued inter...est payable hereunder, Holder shall surrender this Note to Maker for cancellation." 2. Amendments to Section 4 of the Note. The following section is hereby added to Section 4 MISCELLANEOUS as Section 4.11 Participation Right: "4.11. Participation Right. Following the consummation of a primary offering of the Company's common stock or other securities for gross proceeds to the Company of at least $5.0 million, aggregated for one or more closings of such offering, during the term of the Note (the "Primary Offering"), the Company will offer to the Holder for a period of at least fifteen (15) days the opportunity to purchase shares of the Company's common stock (the "Subsequent Offering Common Stock"), and any other of the Company's securities sold in the Primary Offering (collectively with the Subsequent Offering Common Stock, the "Subsequent Offering Securities"), in a subsequent private offering (the "Subsequent Offering"), upon substantially similar terms as those offered to the investors participating in the Primary Offering and in an amount to allow the Holder, in the Holder's discretion in accordance with Section 1.4 herein, to convert some or all principal and interest amounts then outstanding under the Note into Subsequent Offering Securities, to the extent permitted under applicable law and the rules and regulations of The Nasdaq Stock Market LLC ("Nasdaq"); provided that the Holder will only have the right to participate in the Subsequent Offering on a pro rata basis with all other participating holders of the Notes issued pursuant to the Purchase Agreement; and provided further that in no event will the Company be required to offer or sell in the Subsequent Offering shares of its common stock (including such amounts of the Company's securities as may be integrated therewith under Nasdaq's rules or regulations) that exceed 19.99% of the Company's issued and outstanding common stock at the time of the initiation or consummation of the Subsequent Offering." The following section is hereby added to Section 4 MISCELLANEOUS as Section 4.12 Registration Right: "4.12. Registration Right. The Company covenants to use its commercially reasonable efforts to file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-1 (or other appropriate form for which the Company is eligible) (the "Registration Statement") registering the resale in the United States by the Holder of the Subsequent Offering Common Stock and any other shares of the Company's common stock underlying Subsequent Offering Securities purchased by the Holder in the Subsequent Offering (collectively, the "Shares") as soon as practicable following the initial closing (the "Initial Closing") of the Subsequent Offering (and in any event within 180 days after the Initial Closing). If a resident of Canada, Holder acknowledges that the Shares may be subject to a 4 month hold period in Canada under applicable Canadian securities laws, regardless of whether or not the Company has filed and have declared effective by the SEC the Registration Statement registering the resale in the United States by the Holder of the Shares." 2 3. Amendment to the Expiration Date of the Warrant. The Expiration Date of the Warrant is hereby amended to be March 29, 2022. View More